Common use of Settlement Upon Exchange Clause in Contracts

Settlement Upon Exchange. (a) Upon any exchange of any Exchangeable Debenture, the Company shall deliver to exchanging Holders, in respect of each $1,000 principal amount of Exchangeable Debentures being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each Trading Day during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Applicable Exchange Period. The “Daily Settlement Amount” for each Trading Day during the Applicable Exchange Period shall consist of: (i) cash in an amount equal to the lesser of (i) 1/10 of the Specified Dollar Amount specified by the Company in the notice regarding the chosen Settlement Method (the “Daily Specified Dollar Amount”) and (ii) the Daily Exchange Value on such Trading Day; and (ii) if the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock (together with cash in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day following the last day of the Applicable Exchange Period. (e) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stock, as applicable, together with any cash payment for any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for exchange at one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable Debentures, the Company shall make payment therefor in cash in lieu of fractional shares of Host REIT Common Stock based on: (i) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Period. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) Upon any Subject to this Section 14.03, Section 14.06(b) and Section 14.07(a), upon exchange of any Exchangeable DebentureNote, the Company shall pay or deliver, as the case may be, to the exchanging Holder, in full satisfaction of its delivery obligation upon exchange (the “Exchange Obligation”), cash up to the principal amount of the Note exchanged and, if applicable in respect of any net shares due upon exchange (the “Net Shares”), cash, Common Shares or a combination of cash and Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 14.03(b), at the Company’s election, as set forth in this Section 14.03 (each such net share settlement method, a “Net Share Settlement Method”). (1) All exchanges for which the relevant Exchange Date occurs on or after January 1, 2027 or occurs after the Company provides a Redemption Notice and prior to the related Redemption Date shall be settled using the same Net Share Settlement Method (including the same relative proportion of cash and/or Common Shares). Except for any exchanges for which the relevant Exchange Date occurs on or after January 1, 2027 or on or after the Company provides a Redemption Notice and prior to the related Redemption Date, the Company will use the same Net Share Settlement Method (including the same relative proportion of cash and/or Common Shares) for all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (2) If the Company elects a Net Share Settlement Method, the Company shall deliver notice to Holders so exchanging Holdersthrough the Exchange Agent of such Net Share Settlement Method the Company has selected no later than the Close of Business on the Trading Day immediately following the related Exchange Date (or (x) in the case of any exchanges for which the relevant Exchange Date occurs on or after January 1, 2027, no later than January 1, 2027 or (y) in the case of any exchanges after the Company issues a Redemption Notice and prior to the related Redemption Date, in the Redemption Notice). If the Company does not timely elect a Net Share Settlement Method, the Company shall no longer have the right to elect a Net Share Settlement Method in respect of its Exchange Obligation and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. If the Company has timely elected a Net Share Settlement Method in respect of any exchange but does not timely notify the Exchange Agent of the Specified Dollar Amount per $1,000 principal amount of Notes, the Specified Dollar Amount shall be deemed to be $1,000. (3) The cash, Common Shares or combination of cash and Common Shares payable or deliverable by the Company in respect of any exchange of $1,000 principal amount of the Notes (the “Settlement Amount”) shall include (x) cash up to $1,000 and (y) cash or Common Shares or any combination of cash and Common Shares in respect of the Company’s obligation to deliver the Net Shares, and shall be computed as follows: (A) if the Company elects to pay solely cash in respect of the Net Shares, the Company shall pay to the exchanging Holder in respect of each $1,000 principal amount of Exchangeable Debentures Notes being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with exchanged cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar an amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each of the 40 consecutive VWAP Trading Day Days during the relevant Applicable Exchange related Observation Period. The ; and (B) if the Company shall make such payment on the third Business Day following the last day elects to deliver Common Shares in respect of some or all of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchangeNet Shares, the Company shall pay or deliver, for as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Exchangeable Debentures, Notes being exchanged a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive VWAP Trading Day Days during the relevant Applicable Exchange Period. The “Daily Settlement Amount” for each Trading Day during the Applicable Exchange related Observation Period shall consist of: (i) cash in an amount equal to the lesser of (i) 1/10 of the Specified Dollar Amount specified by the Company in the notice regarding the chosen Settlement Method (the “Daily Specified Dollar Amount”) and (ii) the Daily Exchange Value on such Trading Day; and (ii) if the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock (together with plus cash in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day following the last day of the Applicable Exchange PeriodShare issuable upon exchange). (e4) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stock, as applicable, together with any cash payment for any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather If more than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures one Note shall be surrendered for exchange at any one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures Notes (or specified portions thereof to the extent permitted hereby) so surrendered. (5) The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Company promptly following the last VWAP Trading Day of the related Observation Period. If Promptly after such determination of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable DebenturesShare, the Company shall make payment therefor in notify the Trustee and the Exchange Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of fractional shares of Host REIT Common Stock based on: Shares. The Trustee and the Exchange Agent (iif other than the Trustee) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Periodshall have no responsibility for any such determination. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) Upon any Subject to this Section 4.03, Section 4.06(b) and Section 4.07(a), upon exchange of any Exchangeable DebentureSecurity, on the second Business Day immediately following the last VWAP Trading Day of the relevant Observation Period, the Company shall deliver satisfy its exchange obligation by paying or delivering, as the case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Exchangeable Debentures Securities being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock ” equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each Trading Day during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, the sum of the Daily Settlement Amounts for each of the 30 consecutive VWAP Trading Day Days during the relevant Applicable Observation Period for such Security, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(b). (1) All exchanges for which the relevant Exchange PeriodDate occurs on or after March 1, 2029 shall be settled using the same forms and amounts of consideration. Except for any exchanges for which the relevant Exchange Date occurs on or after March 1, 2029, the Company will use the same forms and amounts of consideration for all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (2) If, in respect of any Exchange Date (or any exchanges for which the relevant Exchange Date occurs on or after March 1, 2029), the Company elects to settle all or a portion of its exchange obligation in excess of the principal portion of the Securities being exchanged in cash in respect of such Exchange Date (or such period, as the case may be), the Company shall inform exchanging Holders through (and upon a written request to) the Trustee of such election (the “Settlement Notice”) no later than the close of business on the VWAP Trading Day immediately following the relevant Exchange Date (or, in the case of any exchanges of Securities for which the relevant Exchange Date occurs on or after March 1, 2029, no later than March 1, 2029) and the Company shall indicate in such Settlement Notice the percentage of the exchange obligation in excess of the principal portion of the Securities being exchanged that shall be paid in cash (the “Cash Percentage”). If the Company does not elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage with respect to any exchange on such Exchange Date or during such period, and the Company shall be deemed to have elected a Cash Percentage of 0% with respect to such exchange. In no event shall the Company’s failure to make a timely election of the Cash Percentage constitute an Event of Default under this Indenture. (3) The “Daily Settlement Amount” for each Trading Day during Amounts, the Applicable Daily Net Settlement Amounts (if applicable) and the Daily Exchange Period Values shall consist of: (i) cash in an amount equal to the lesser of (i) 1/10 of the Specified Dollar Amount specified be determined by the Company in promptly following the notice regarding last VWAP Trading Day of the chosen related Observation Period. Promptly after such determination of the Daily Settlement Method Amounts, the Daily Net Settlement Amounts (the “Daily Specified Dollar Amount”if applicable) and (ii) the Daily Exchange Value on such Trading Day; Values, as the case may be, and (ii) , if applicable, the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number amount of shares of Host REIT Common Stock (together with cash payable in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day following the last day of the Applicable Exchange Period. (e) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stock, as applicable, together with any cash payment for any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for exchange at one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable DebenturesShare, the Company shall make payment therefor in notify the Trustee and the Exchange Agent (if other than the Trustee) of the Daily Settlement Amount , the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of fractional shares of Host REIT Common Stock based on: Shares. The Trustee and the Exchange Agent (iif other than the Trustee) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Periodshall have no responsibility for any such determination. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) Upon any Subject to this Section 14.03, Section 14.06(b) and Section 14.07(a), upon exchange of any Exchangeable DebentureNote, on the second Trading Day immediately following the last Trading Day of the relevant Cash Settlement Averaging Period, the Company shall deliver satisfy its Exchange Obligation by paying or delivering, as the case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Exchangeable Debentures Notes being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock ” equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each Trading Day during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Day Days during the relevant Applicable Exchange Period. The “Daily Cash Settlement Amount” Averaging Period for each Trading Day during the Applicable Exchange Period shall consist of:such Note, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (b) of this Section 14.03. (i1) cash in an amount equal to All exchanges for which the lesser of (i) 1/10 of relevant Exchange Date occurs after the Specified Dollar Amount specified issuance by the Company of a Redemption Notice but prior to the related Redemption Date, and all exchanges on or after February 15, 2028 shall be settled using the same forms and amounts of consideration. (2) Except for any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after February 15, 2028, the Company shall use the same forms and amounts of consideration for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect to exchanges with different Exchange Dates. (3) If, in respect of any Exchange Date (or any exchanges for which the notice regarding relevant Exchange Date occurs after the chosen Settlement Method issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after February 15, 2028), the Company elects to settle all or a portion of its Exchange Obligation in excess of the principal portion of the Notes being exchanged in cash in respect of such Exchange Date (or such period, as the case may be), the Company shall inform exchanging Holders through (and upon a written request to) the Trustee of such election (the “Daily Specified Dollar AmountSettlement Notice”) no later than the close of business on the Trading Day immediately following the relevant Exchange Date (or, in the case of (A) any exchanges of Notes for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, in the related Redemption Notice or (B) in the case of any exchanges of Notes for which the relevant Exchange Date occurs on or after February 15, 2028, no later than February 15, 2028) and the Company shall indicate in such Settlement Notice the percentage of the Exchange Obligation in excess of the principal portion of the Notes being exchanged that shall be paid in cash (iithe “Cash Percentage”). If the Company does not elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage with respect to any exchange on such Exchange Date or during such period, and the Company shall be deemed to have elected a Cash Percentage of 0% with respect to such exchange. In no event shall the Company’s failure to make a timely election of the Cash Percentage constitute a Default under this Indenture. (4) The Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Value on such Trading Day; and (ii) if Values shall be determined by the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock (together with cash in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day promptly following the last day of the Applicable Cash Settlement Averaging Period. Promptly after such determination of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Period. (e) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued Values and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination amount of cash and Host REIT Common Stock, as applicable, together with any cash payment for payable in lieu of delivering any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for exchange at one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable Debentures, the Company shall make payment therefor notify the Trustee and the Exchange Agent (if other than the Trustee) in writing of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values and the amount of cash payable in lieu of delivering any fractional shares of Host REIT Common Stock based on: Stock. The Trustee and the Exchange Agent (iif other than the Trustee) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Periodshall have no responsibility for any such determination. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

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

Settlement Upon Exchange. (a) Upon any Subject to this Section 14.03, Section 14.06(b) and Section 14.07(a), upon exchange of any Exchangeable DebentureNote, on the second Trading Day immediately following the last Trading Day of the relevant Cash Settlement Averaging Period, the Company shall deliver satisfy its Exchange Obligation by paying or delivering, as the case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Exchangeable Debentures Notes being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock ” equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each Trading Day during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Day Days during the relevant Applicable Exchange Period. The “Daily Cash Settlement Amount” Averaging Period for each Trading Day during the Applicable Exchange Period shall consist of:such Note, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with subsection (b) of this Section 14.03. (i1) cash in an amount equal to All exchanges for which the lesser of (i) 1/10 of relevant Exchange Date occurs after the Specified Dollar Amount specified issuance by the Company of a Redemption Notice but prior to the related Redemption Date, and all exchanges on or after October 15, 2028 shall be settled using the same forms and amounts of consideration. (2) Except for any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after October 15, 2028, the Company shall use the same forms and amounts of consideration for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect to exchanges with different Exchange Dates. (3) If, in respect of any Exchange Date (or any exchanges for which the notice regarding relevant Exchange Date occurs after the chosen Settlement Method issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after October 15, 2028), the Company elects to settle all or a portion of its Exchange Obligation in excess of the principal portion of the Notes being exchanged in cash in respect of such Exchange Date (or such period, as the case may be), the Company shall inform exchanging Holders through (and upon a written request to) the Trustee of such election (the “Daily Specified Dollar AmountSettlement Notice”) no later than the close of business on the Trading Day immediately following the relevant Exchange Date (or, in the case of (A) any exchanges of Notes for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, in the related Redemption Notice or (B) in the case of any exchanges of Notes for which the relevant Exchange Date occurs on or after October 15, 2028, no later than October 15, 2028) and the Company shall indicate in such Settlement Notice the percentage of the Exchange Obligation in excess of the principal portion of the Notes being exchanged that shall be paid in cash (iithe “Cash Percentage”). If the Company does not elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage with respect to any exchange on such Exchange Date or during such period, and the Company shall be deemed to have elected a Cash Percentage of 0% with respect to such exchange. In no event shall the Company’s failure to make a timely election of the Cash Percentage constitute a Default under this Indenture. (4) The Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Value on such Trading Day; and (ii) if Values shall be determined by the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock (together with cash in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day promptly following the last day of the Applicable Exchange Cash Settlement Averaging Period. (e) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stock, as applicable, together with any cash payment for any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount Promptly after such determination of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not includingDaily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Date. As a result, accrued Values and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest cash payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent in lieu of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for exchange at one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If delivering any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable DebenturesShare, the Company shall make payment therefor notify the Trustee and the Exchange Agent (if other than the Trustee) in writing of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values and the amount of cash payable in lieu of delivering any fractional shares of Host REIT Common Stock based on: Shares. The Trustee and the Exchange Agent (iif other than the Trustee) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Periodshall have no responsibility for any such determination. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) Upon Subject to this Section 4.03, Section 4.06(b) and Section 4.07(a), upon exchange of any Security, the Company shall, at its election, pay or deliver, as the case may be, to the exchanging Holder, in full satisfaction of its exchange obligation, solely cash (“Cash Settlement”), solely Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(c) (“Physical Settlement”), or a combination of cash and Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(c) (“Combination Settlement”), as set forth in this Section 4.03. (1) All exchanges for which the relevant Exchange Date occurs on or after August 1, 2024 shall be settled using the same Settlement Method (including the same relative proportion of cash and/or shares of the Common Shares). Except for any exchanges for which the relevant Exchange Date occurs on or after August 1, 2024, the Company will use the same Settlement Method (including the same relative proportion of cash and/or shares of the Common Shares) for all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (2) If the Company elects a Settlement Method, the Company shall deliver notice to Holders so exchanging through the Exchange Agent of such Settlement Method the Company has selected no later than the close of business on the Trading Day immediately following the related Exchange Date (or in the case of any exchanges for which the relevant Exchange Date occurs on or after August 1, 2024, no later than August 1, 2024). If the Company does not timely elect a Settlement Method, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to that Exchange Date and the Company shall be deemed to have elected Combination Settlement in respect of its exchange obligation, and the Specified Dollar Amount per $1,000 principal amount of Securities shall be equal to $1,000. If the Company has timely elected Combination Settlement in respect of any exchange but does not timely notify the Exchange Agent of the Specified Dollar Amount per $1,000 principal amount of Securities, the Specified Dollar Amount shall be deemed to be $1,000. (3) The cash, Common Shares or combination of cash and Common Shares payable or deliverable by the Company in respect of any exchange of any Exchangeable DebentureSecurities (the “Settlement Amount”) shall be computed by the Company as follows: (A) if the Company elects to satisfy its exchange obligation in respect of such exchange by Physical Settlement, the Company shall deliver to the exchanging Holders, Holder in respect of each $1,000 principal amount of Exchangeable Debentures Securities being exchanged, at exchanged a number of Common Shares equal to the Company’s election, in full satisfaction of Exchange Rate on the Company’s Exchange Obligation, Date (1) shares of Host REIT Common Stock, together with plus cash in lieu of any fractional shares, Common Share issuable upon exchange); (B) if any (a “Physical Settlement”), (2) a cash payment without any delivery the Company elects to satisfy its exchange obligation in respect of shares of Host REIT Common Stock (a “such exchange by Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior pay to the Maturity Date, the Company shall notify all Holders exchanging Holder in respect of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock equal to the Exchange Rate, together with Securities being exchanged cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal an amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each of the 30 consecutive VWAP Trading Day Days during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period.related Observation Period; and (dC) If if the Company has elected elects (or is deemed to have elected a elected) to satisfy its exchange obligation in respect of such exchange by Combination Settlement with respect to any Exchangeable Debentures tendered for exchangeSettlement, the Company shall pay or deliver, for as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Exchangeable Debentures, Securities being exchanged a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive VWAP Trading Day Days during the relevant Applicable Exchange Period. The “Daily Settlement Amount” for each Trading Day during the Applicable Exchange related Observation Period shall consist of: (i) cash in an amount equal to the lesser of (i) 1/10 of the Specified Dollar Amount specified by the Company in the notice regarding the chosen Settlement Method (the “Daily Specified Dollar Amount”) and (ii) the Daily Exchange Value on such Trading Day; and (ii) if the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock (together with plus cash in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day following the last day of the Applicable Exchange Period. (e) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stock, as applicable, together with any cash payment for any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for exchange at one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be Share issuable upon exchange shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable Debentures, the Company shall make payment therefor in cash in lieu of fractional shares of Host REIT Common Stock based on: (i) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Periodexchange). (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) Upon any Subject to this Section 14.03, Section 14.06(b) and Section 14.07(a), upon exchange of any Exchangeable DebentureNote, on the second Trading Day immediately following the last Trading Day of the relevant Cash Settlement Averaging Period, the Company shall deliver satisfy its Exchange Obligation by paying or delivering, as the case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Exchangeable Debentures Notes being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock ” equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each Trading Day during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Day Days during the relevant Applicable Exchange Period. The “Daily Cash Settlement Amount” Averaging Period for each Trading Day during the Applicable Exchange Period shall consist of:such Note, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (b) of this Section 14.03. (i1) cash in an amount equal to All exchanges for which the lesser of (i) 1/10 of relevant Exchange Date occurs after the Specified Dollar Amount specified issuance by the Company of a Redemption Notice but prior to the related Redemption Date, and all exchanges on or after April 15, 2029 shall be settled using the same forms and amounts of consideration. (2) Except for any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after April 15, 2029, the Company shall use the same forms and amounts of consideration for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect to exchanges with different Exchange Dates. (3) If, in respect of any Exchange Date (or any exchanges for which the notice regarding relevant Exchange Date occurs after the chosen Settlement Method issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after April 15, 2029), the Company elects to settle all or a portion of its Exchange Obligation in excess of the principal portion of the Notes being exchanged in cash in respect of such Exchange Date (or such period, as the case may be), the Company shall inform exchanging Holders through (and upon a written request to) the Trustee of such election (the “Daily Specified Dollar AmountSettlement Notice”) no later than the close of business on the Trading Day immediately following the relevant Exchange Date (or, in the case of (A) any exchanges of Notes for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, in the related Redemption Notice or (B) in the case of any exchanges of Notes for which the relevant Exchange Date occurs on or after April 15, 2029, no later than April 15, 2029) and the Company shall indicate in such Settlement Notice the percentage of the Exchange Obligation in excess of the principal portion of the Notes being exchanged that shall be paid in cash (iithe “Cash Percentage”). If the Company does not elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage with respect to any exchange on such Exchange Date or during such period, and the Company shall be deemed to have elected a Cash Percentage of 0% with respect to such exchange. In no event shall the Company’s failure to make a timely election of the Cash Percentage constitute a Default under this Indenture. (4) The Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Value on such Trading Day; and (ii) if Values shall be determined by the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock (together with cash in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day promptly following the last day of the Applicable Cash Settlement Averaging Period. Promptly after such determination of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Period. (e) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued Values and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination amount of cash and Host REIT Common Stock, as applicable, together with any cash payment for payable in lieu of delivering any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for exchange at one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable Debentures, the Company shall make payment therefor notify the Trustee and the Exchange Agent (if other than the Trustee) in writing of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values and the amount of cash payable in lieu of delivering any fractional shares of Host REIT Common Stock based on: Stock. The Trustee and the Exchange Agent (iif other than the Trustee) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Periodshall have no responsibility for any such determination. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) Upon any Subject to this Section 7.03 and Sections 7.05(h), 7.06(a), 7.06(f) and 7.07 hereof, upon exchange of any Exchangeable DebentureNote, the Company Issuer shall pay and/or deliver (including by causing the Guarantor to pay and/or deliver), as the case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Exchangeable Debentures Notes being exchanged, at the Company’s electioncash "Cash Settlement"), in full satisfaction of the Company’s Exchange ObligationCommon Shares, (1) shares of Host REIT Common Stocktogether, together if applicable, with cash in lieu of delivering any fractional shares, if any Common Shares in accordance with Section 7.03(b)(i) (a “"Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”") or (3) a any combination of cash and shares of Host REIT Common StockShares together, together if applicable, with cash in lieu of delivering any fractional shares, if any Common Shares in accordance with Section 7.03(b)(i) (a “"Combination Settlement”"), at the Issuer's election. (i) All exchanges (x) for which the relevant Exchange Date occurs on or after January 15, 2031 and (y) for which the relevant Exchange Date occurs after the Issuer's issuance of a Redemption Notice with respect to the Notes and prior to the Close of Business on the second (2nd) Scheduled Trading Day immediately preceding the related Redemption Date, in each case, as set forth below (shall be settled using the amounts so deliverable upon exchange same Settlement Method. Except for any conversions for which the relevant Exchange Date occurs after the Issuer's issuance of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur a Redemption Notice but prior to the date that is 15 Business Days prior to the Maturity related Redemption Date, by and any conversions for which the close relevant Exchange Date occurs on or after January 15, 2031, the Issuer shall use the same Settlement Method for all conversions occurring on the same Exchange Date, but the Issuer shall not have any obligation to use the same Settlement Method with respect to exchanges that occur on different Exchange Dates. (ii) If the Issuer elects a Settlement Method, the Issuer shall inform in writing the Holders so exchanging, the Trustee and the Exchange Agent (if other than the Trustee), of business such election in writing (the "Settlement Notice") no later than the Close of Business on the Scheduled Trading Day immediately following the relevant Exchange Date (or, in the case of any exchanges of any Notes for which the relevant Exchange Date occurs (x) on or after January 15, 2031, no later than the Close of Business on the Business Day following immediately preceding January 15, 2031 or (y) after the Exchange date of issuance of a Redemption Notice and prior to the Close of Business on the second (2nd) Scheduled Trading Day preceding the related Redemption Date, in such Redemption Notice), and the Company Issuer shall notify exchanging Holders indicate in such Settlement Notice the maximum cash amount per $1,000 principal amount of Notes to be received upon exchange as specified (or deemed specified) in the relevant Settlement Notice specifying the Issuer's chosen Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “"Specified Dollar Amount”) that "). If the Issuer does not timely make such an election, the Issuer shall be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000 and, as a result, will be settled settle Issuer's Exchange Obligation by paying cash in cash;respect of the principal portion of the exchanged Notes and delivering Common Shares in respect of the remainder, if any, of Issuer's Exchange Obligation in excess of the aggregate principal portion of the Notes being exchange. (iiiii) The Issuer may, by notice to the Holders, the Trustee and the Exchange Agent (if other than the Trustee), elect to irrevocably fix the Settlement Method or to irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Dollar Amount or range of Specified Dollar Amounts). If Issuer makes such an irrevocable election, then such election will apply to all Note exchanges with an Exchange Date that occur is on or after the date that is 15 Business Days prior to the Maturity Date, Issuer sends such notice and the Company shall notify all Holders of the relevant Settlement Method andIssuer will, if applicableneeded, simultaneously change the related Specified Dollar Amount, by notice on or prior default settlement method to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth abovethat is consistent with such irrevocable election. However, then Combination Settlement shall applyin all cases, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below no such irrevocable election will be $1,000. Any such notice of a affect any Settlement Method may not theretofore elected (or deemed to be revoked. (belected) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchangeNote. (iv) If the Issuer changes the default settlement method or irrevocably fixes the Settlement Method pursuant to the provisions described above, then the Issuer will either post the default settlement method or fixed Settlement Method, as applicable, on the Issuer's website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with, or furnished to, the Company SEC. (v) The cash, Common Shares or combination of cash and Common Shares in respect of any exchange of Notes (the "Settlement Amount") shall deliverbe computed as follows: (1) if the Issuer elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Physical settlement, for the Issuer shall deliver to the exchanging Holder in respect of each $1,000 principal amount of Exchangeable Debentures, Notes being exchanged a number of shares of Host REIT Common Stock Shares equal to the Exchange Rate, together with Rate (plus cash in lieu of any fractional shares, on the third Business Day following the Exchange Date.Common Shares issuable upon exchange); (c2) If if the Company has elected a Issuer elects to satisfy its Exchange Obligation in respect of such exchange by Cash Settlement with respect to any Exchangeable Debentures tendered for exchangeSettlement, the Company shall deliver, for Issuer will pay to the exchanging Holder in respect of each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each Trading Day during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Applicable Exchange Period. The “Daily Settlement Amount” for each Trading Day during the Applicable Exchange Period shall consist of: (i) Notes being exchanged cash in an amount equal to the lesser of (i) 1/10 sum of the Specified Dollar Amount specified by daily exchange values for each of the Company in thirty (30) consecutive VWAP Trading Days during the notice regarding the chosen Settlement Method (the “Daily Specified Dollar Amount”) and (ii) the Daily Exchange Value on such Trading Dayrelated Observation Period; and (ii3) if the Daily Issuer elects to satisfy its Exchange Value on Obligation in respect of such exchange by Combination Settlement, the Issuer will pay and deliver, as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a Settlement Amount equal to the sum of the daily settlement amounts for each of the thirty (30) consecutive VWAP Trading Day exceeds Days during the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock related Observation Period (together with plus cash in lieu of any fractional sharesCommon Shares issuable upon exchange). (vi) equal On the first (1st) Business Day immediately following the last VWAP Trading Day of the Observation Period applicable to (i) any Exchange Date, the difference between such Daily Exchange Value Issuer will deliver written notice to the Trustee and the Daily Specified Dollar Amount, divided by Exchange Agent (iiif other than the Trustee) stating (A) the Daily Settlement Amounts the Daily Exchange Values and the Settlement Amount, as the case may be, for each VWAP Trading Day in such Observation Period, and (B) the amount of cash payable in lieu of delivering any fractional Common Share, that the Issuer is obligated to pay or cause to be delivered, as the case may be, to satisfy its Exchange Obligation with respect to each Note exchanged on such Trading Day. The Company Exchange Date. (b) Except as provided in Section 7.06(f) and Section 7.07(a), the Issuer shall deliver such cash and shares pay or cause to be delivered, as the case may be, the consideration due in respect of Host REIT Common Stock the Exchange Obligation to exchanging Holders on the third second (2nd) Business Day immediately following the last day Trading Day of the Applicable Exchange Period. (e) Upon exchange of any Exchangeable Debenturesrelevant Observation Period if the Issuer elects Cash Settlement or Combination Settlement, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stockwill pay and/or deliver, as applicable, together the consideration due upon exchange to exchanging Holders of Notes on the second (2nd) Business Day immediately following the relevant Exchange Date if the Issuer elects Physical Settlement (provided that, with respect to any cash payment for any fractional share of Host REIT Common StockExchange Date occurring after April 1, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including2031, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for Issuer will settle any such exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for exchange at one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered). If any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable DebenturesShares are due to exchanging Holders, the Company Issuer shall make payment therefor issue or cause to be issued, and deliver to the Exchange Agent or to such Holder, or such Holder's nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of Common Shares to which such Holder shall be entitled in cash in lieu of fractional shares of Host REIT Common Stock based on: (i) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day satisfaction of the Applicable Issuer's Exchange PeriodObligation. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) Upon In the event that the Issuer has not made a Physical Settlement Election (and, in the event that the Issuer has made a Physical Settlement Election, with respect to any exchange of any Exchangeable DebentureNotes for which the Exchange Date falls prior to a Physical Settlement Election Date), the Company shall deliver Issuer shall, subject to this Article 13, satisfy its obligation upon exchange (the “Exchange Obligation”) by delivering to exchanging Holders, in respect of each $1,000 principal amount of Exchangeable Debentures Notes being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method andcash and Common Stock, if the Company elects a Combination Settlementany, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each Trading Day during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, the sum of the Daily Settlement Amounts for each of the 50 Exchange Settlement Trading Day Days during the relevant Applicable Exchange Observation Period. The “Daily Settlement Amount” for each Trading Day during the Applicable Exchange Period shall consist of: (i) cash in an amount equal to the lesser of (i) 1/10 of the Specified Dollar Amount specified by the Company in the notice regarding the chosen Settlement Method (the “Daily Specified Dollar Amount”) and (ii) the Daily Exchange Value on such Trading Day; and (ii) if cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (b) In the Daily event that the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which the Exchange Value Date falls on such or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later than the third Business Day immediately following (i) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after November 15, 2011, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Notwithstanding the foregoing, any Notes surrendered for exchange in connection with a Designated Event shall be settled as follows: (i) If the last Exchange Settlement Trading Day exceeds of the Daily Specified Dollar Amountapplicable Observation Period (or, following a Physical Settlement Election, the Exchange Date) related to Notes surrendered for exchange in connection with the Designated Event is prior to the third Exchange Settlement Scheduled Trading Day preceding the effective date of the Designated Event, the Issuer shall settle such exchange by delivering the amount of cash and/or shares of Common Stock, if any, based on the applicable Exchange Rate in effect (or, following a Physical Settlement Election, a number of shares of Host REIT Common Stock equal to the Exchange Rate for each $1,000 principal amount of Notes), in each case without regard to the Additional Designated Event Shares, on the date provided in Section 13.11(c) (together with cash or, following a Physical Settlement Election, on the third Trading Day immediately following the Exchange Date or the Maturity Date in respect of Notes surrendered for exchange on or after November 15, 2011. In addition, as soon as practicable following the effective date of the Designated Event (or, following a Physical Settlement Election, the Maturity Date in respect of Notes surrendered for exchange on or after November 15, 2011), the Issuer shall deliver the increase in such amount of cash, shares of Common Stock, or Reference Property deliverable in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day following the last day of the Applicable Exchange Period. (e) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stock, as applicable, together with any as if the applicable Exchange Rate had been increased by such number of Additional Designated Event Shares during the Observation Period related to the original exchange of the Notes and based upon the related Daily VWAP during such Observation Period (or, following a Physical Settlement Election, on the applicable Exchange Date). If, prior to a Physical Settlement Election, such increased amount results in an increase to the amount of cash payment for any fractional share to be paid to Holders, the Issuer shall pay such increase in cash, and if such increased amount results in an increase to the number of Host REIT shares of Common Stock, into which a Exchangeable Debenture is exchangeable the Issuer shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount deliver such increase by delivering Common Stock or Reference Property based on such increased number of the Exchangeable Debentures so exchanged and shares of Common Stock. (ii) accrued and unpaid interest toIf the last Exchange Settlement Trading Day of the applicable Observation Period (or, but not includingfollowing a Physical Settlement Election, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed ) related to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures Notes surrendered for exchange is on or following the third Scheduled Exchange Settlement Trading Day preceding the effective date of the Designated Event, the Issuer shall settle such exchange based on the applicable Exchange Rate as increased by the Additional Designated Event Shares on the date provided in Section 13.11(c). (e) Whenever any provision of this Indenture requires the calculation of an average of Closing Sale Prices or Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period from which the close of business on any Record Date average is to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenturecalculated. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for exchange at one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable Debentures, the Company shall make payment therefor in cash in lieu of fractional shares of Host REIT Common Stock based on: (i) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Period. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) Upon Subject to this Section 4.03, Section 4.06(b) and Section 4.07(a), upon exchange of any Security, the Company shall, at its election, pay or deliver, as the case may be, to the exchanging Holder, in full satisfaction of its exchange obligation, solely cash (“Cash Settlement”), solely Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(c) (“Physical Settlement”), or a combination of cash and Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(c) (“Combination Settlement”), as set forth in this Section 4.03. (1) All exchanges for which the relevant Exchange Date occurs on or after December 15, 2025 shall be settled using the same Settlement Method (including the same relative proportion of cash and/or shares of the Common Shares). Except for any exchanges for which the relevant Exchange Date occurs on or after December 15, 2025, the Company will use the same Settlement Method (including the same relative proportion of cash and/or shares of the Common Shares) for all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (2) If the Company elects a Settlement Method, the Company shall deliver notice to Holders so exchanging through the Exchange Agent of such Settlement Method the Company has selected no later than the close of business on the Trading Day immediately following the related Exchange Date (or in the case of any exchanges for which the relevant Exchange Date occurs on or after December 15, 2025, no later than December 15, 2025). If the Company does not timely elect a Settlement Method, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to that Exchange Date and the Company shall be deemed to have elected Combination Settlement in respect of its exchange obligation, and the Specified Dollar Amount per $1,000 principal amount of Securities shall be equal to $1,000. If the Company has timely elected Combination Settlement in respect of any exchange but does not timely notify the Exchange Agent of the Specified Dollar Amount per $1,000 principal amount of Securities, the Specified Dollar Amount shall be deemed to be $1,000. (3) Notwithstanding anything to the contrary in this Supplemental Indenture or in the Securities, by notice to Holders, the Trustee and the Exchange Agent (if other than the Trustee), the Company may, prior to December 15, 2025, at its option, irrevocably elect to satisfy its exchange obligation with respect to the Securities through any Settlement Method that it is then permitted to elect for all Exchange Dates occurring subsequent to delivery of such notice. Concurrently with providing notice to all Holders, the Trustee and the Exchange Agent (if other than the Trustee) of an election to irrevocably fix the Settlement Method, the Company shall promptly issue a Current Report on Form 8-K or press release announcing that it has elected to irrevocably fix the Settlement Method. Notwithstanding the foregoing, no such irrevocable election shall affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Security pursuant to this Section 4.03. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Securities. However, the Company may nonetheless choose to execute such an amendment at its option. (4) The cash, Common Shares or combination of cash and Common Shares payable or deliverable by the Company in respect of any exchange of any Exchangeable DebentureSecurities (the “Settlement Amount”) shall be computed by the Company as follows: (A) if the Company elects to satisfy its exchange obligation in respect of such exchange by Physical Settlement, the Company shall deliver to the exchanging Holders, Holder in respect of each $1,000 principal amount of Exchangeable Debentures Securities being exchanged, at exchanged a number of Common Shares equal to the Company’s election, in full satisfaction of Exchange Rate on the Company’s Exchange Obligation, Date (1) shares of Host REIT Common Stock, together with plus cash in lieu of any fractional shares, Common Share issuable upon exchange); (B) if any (a “Physical Settlement”), (2) a cash payment without any delivery the Company elects to satisfy its exchange obligation in respect of shares of Host REIT Common Stock (a “such exchange by Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior pay to the Maturity Date, the Company shall notify all Holders exchanging Holder in respect of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock equal to the Exchange Rate, together with Securities being exchanged cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal an amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each of the 30 consecutive VWAP Trading Day Days during the relevant Applicable Exchange related Observation Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period.; and (dC) If if the Company has elected elects (or is deemed to have elected a elected) to satisfy its exchange obligation in respect of such exchange by Combination Settlement with respect to any Exchangeable Debentures tendered for exchangeSettlement, the Company shall pay or deliver, for as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Exchangeable Debentures, Securities being exchanged a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive VWAP Trading Day Days during the relevant Applicable Exchange Period. The “Daily Settlement Amount” for each Trading Day during the Applicable Exchange related Observation Period shall consist of: (i) cash in an amount equal to the lesser of (i) 1/10 of the Specified Dollar Amount specified by the Company in the notice regarding the chosen Settlement Method (the “Daily Specified Dollar Amount”) and (ii) the Daily Exchange Value on such Trading Day; and (ii) if the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock (together with plus cash in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock on the third Business Day following the last day of the Applicable Exchange Period. (e) Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stock, as applicable, together with any cash payment for any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any Record Date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock Share issuable upon exchange of Exchangeable Debenturesexchange). If multiple Exchangeable Debentures more than one Security shall be surrendered for exchange at any one time by the same Holder, the number of full shares of Host REIT Common Stock which shall be issuable upon exchange obligation with respect to such Securities shall be computed on the basis of the aggregate principal amount of the Exchangeable Debentures Securities (or specified portions thereof to the extent permitted hereby) so surrendered. (5) The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Company promptly following the last VWAP Trading Day of the related Observation Period. If Promptly after such determination of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable DebenturesShare, the Company shall make payment therefor in notify the Trustee and the Exchange Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of fractional shares of Host REIT Common Stock based on: Shares. The Trustee and the Exchange Agent (iif other than the Trustee) if Physical Settlement applies, on the last reported sale price of Host REIT Common Stock on the relevant Exchange Date, and (ii) if Combination Settlement applies, the Daily VWAP of Host REIT Common Stock on the final Trading Day of the Applicable Exchange Periodshall have no responsibility for any such determination. (g) Solely for purposes of determining the payments and deliveries due upon exchange under this Section 6.10 and for purposes of the definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”