Common use of Terms of the Exchange Clause in Contracts

Terms of the Exchange. Pursuant to the terms hereof, the Undersigned hereby agrees to cause the Holders to exchange and deliver an aggregate principal amount of Old Notes, and in exchange therefor, the Company shall issue to the Holders an aggregate principal amount of New Notes, in each case, as set forth on Exhibit A hereto. The closing for the exchange (the “Closing”) shall occur substantially concurrently with and subject to the closing of the Company’s offering of the New Notes and on a date (the “Closing Date”) no later than two Trading Days after the date of this Agreement. At the Closing, (a) the Undersigned shall cause each Holder to deliver to the Company all right, title and interest in and to such Holder’s Old Notes, as set forth on Exhibit A hereto (and no other consideration), free and clear of any mortgage, lien (statutory or otherwise), pledge, charge, security interest, encumbrance, title retention agreement or other title retention device, conditional sale or security arrangement, collateral assignment, option, right of first refusal, equity or other adverse claim thereto or other similar encumbrance thereon (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to assign, transfer to and confirm in the Company all right, title and interest in and to such Old Notes free and clear of any Liens, (b) the Company shall deliver or cause to be delivered to each Holder, subject to the terms and conditions of this Agreement, New Notes having an aggregate principal amount set forth on Exhibit A, and the Company hereby agrees to issue such New Notes to the Investor in exchange for such Old Notes and (c) the Company shall deliver or cause to be delivered, to each Holder of Old Notes, any accrued and unpaid interest on such Old Notes through the Closing Date. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the immediately preceding paragraph, the Holders shall not be required to deliver the Old Notes until the Closing occurs. Simultaneously with or after the Closing, the Company may, in its sole discretion, issue the New Notes to one or more other holders of outstanding Old Notes or to other investors. The delivery of the New Notes and the issuance thereof shall be effected via DWAC (or other book-entry procedures) pursuant to the instructions to be provided by the Company (in the case of the Old Notes) and by the Holder (in the case of the New Notes) after the execution of this Agreement. The Company and the Holder shall provide such respective instructions to the Undersigned necessary for settlement of the Exchange. In the event the Closing does not occur, any Old Notes submitted for DWAC withdrawal will be returned to the DTC participant that submitted the withdrawal instruction for such Old Notes in accordance with the procedures of DTC. For purposes hereof:

Terms of the Exchange. Pursuant to the terms hereof, each of the Undersigned Entities hereby agrees to cause the Holders to exchange and deliver an aggregate principal amount of Old Notes, and in exchange therefor, the Company shall issue to the Holders an aggregate principal amount of New Notes, in each case, as set forth on Exhibit A hereto. The closing for the exchange Exchange (the “Closing”) shall occur substantially concurrently with and subject to the closing of the Company’s offering of the New Notes and on a date (the “Closing Date”) no later than two Trading Days after the date of this Agreement. At the Closing, (a) each of the Undersigned Entities shall cause each Holder of its Holders to deliver to the Company all right, title and interest in and to such Holder’s Old Notes, as set forth on Exhibit A hereto (and no other consideration), free and clear of any mortgage, lien (statutory or otherwise), pledge, charge, security interest, encumbrance, title retention agreement or other title retention device, conditional sale or security arrangement, collateral assignment, option, right of first refusal, equity or other adverse claim thereto or other similar encumbrance thereon (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may reasonably deem necessary or desirable to assign, transfer to and confirm in the Company all right, title and interest in and to such Old Notes free and clear of any Liens, and (b) the Company shall deliver or cause to be delivered to each Holder, subject to the terms and conditions of this Agreement, New Notes having an aggregate principal amount amount, as set forth on Exhibit A, which shall be equal to six hundred ninety Dollars ($690.00) for each one thousand Dollars ($1,000.00) of the aggregate principal amount of the Old Notes plus any accrued and unpaid interest on the Old Notes as of the Closing Date, and the Company hereby agrees to issue such New Notes to the Investor such Undersigned Entity in exchange for such Old Notes and (c) the Company shall deliver or cause to be delivered, to each Holder of Old Notes, any accrued and unpaid interest on such Old Notes through the Closing Date. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the immediately preceding paragraph, the Holders shall not be required to deliver the Old Notes until the Closing occurs. Simultaneously Substantially concurrently with or after the Closing, the Company may, in its sole discretionsubject to compliance with Section 3.37 hereof, issue the New Notes pursuant to one other exchange agreements dated on or more about the date hereof (“Other Exchange Agreements”) with other holders of outstanding the Old Notes or to other investorsthe Company’s 4.75% Convertible Senior Notes due 2023 (CUSIP 87960W AA2) (the “Other Holders”). The delivery of the New Notes and the issuance thereof shall be effected via DWAC (or other by book-entry procedures) delivery of an interest in a global security pursuant to DWAC to each Holder in accordance with the instructions to be provided by the Company (in the case of the Old Notes) and by the Holder (in the case of the New Notes) after the execution of this Agreementspecified on Exhibit A hereto. The Company and the Holder shall provide such respective instructions to the its respective Undersigned Entity necessary for settlement of the Exchange. In the event the Closing does not occur, any Old Notes submitted for DWAC withdrawal will be returned to the DTC participant that submitted the withdrawal instruction for such Old Notes in accordance with the procedures of the Depository Trust Company (“DTC”). Each Undersigned Entity acknowledges that all New Notes will be issued in minimum denominations of $1,000 principal amount and integral multiples of $1,000 thereafter in accordance with the Indenture. For purposes hereof:

Terms of the Exchange. Pursuant to the terms hereof, each of the Undersigned Entities hereby agrees to cause the Holders to exchange and deliver an aggregate principal amount of Old Notes, and in exchange therefor, the Company shall issue to the Holders an aggregate principal amount of New Notes, in each case, as set forth on Exhibit A hereto. The closing for the exchange Exchange (the “Closing”) shall occur substantially concurrently with with, and subject to to, the closing of the Company’s offering issuance and sale of the New Notes and on a date (the “Closing Date”) no later than two Trading Days after the date of this Agreement. At the Closing, (a) each of the Undersigned Entities shall cause each Holder of its Holders to deliver to the Company all right, title and interest in and to such Holder’s Old Notes, as set forth on Exhibit A hereto (and no other consideration), free and clear of any mortgage, lien (statutory or otherwise), pledge, charge, security interest, encumbrance, title retention agreement or other title retention device, conditional sale or security arrangement, collateral assignment, option, right of first refusal, equity or other adverse claim thereto or other similar encumbrance thereon (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to assign, transfer to and confirm in the Company all right, title and interest in and to such Old Notes free and clear of any Liens, and (b) the Company shall deliver or cause to be delivered to each Holder, subject to the terms and conditions of this Agreement, New Notes having an aggregate principal amount set forth on Exhibit A, which shall be equal to ninety percent (90%) of the aggregate principal amount of the Old Notes plus any accrued and unpaid interest on the Old Notes as of the Closing Date, and the Company hereby agrees to issue such New Notes to the Investor such Undersigned Entity in exchange for such Old Notes and (c) the Company shall deliver or cause to be delivered, to each Holder of Old Notes, any accrued and unpaid interest on such Old Notes through the Closing Date. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the immediately preceding paragraph, the Holders shall not be required to deliver the Old Notes until the Closing occurs. Simultaneously with or after the Closing, the Company may, in its sole discretion, issue the New Notes to one or more other holders of outstanding Old Notes or to other investors. The delivery of the Unrestricted New Notes and the issuance thereof shall be effected by delivery of a Physical Note (as defined in the Indenture) to each Holder at the address set forth on Exhibit A hereto. The delivery of the Restricted New Notes and the issuance thereof shall be effected via DWAC (or other book-entry procedures) pursuant to the instructions to be provided by the Company (in the case of the Restricted Old Notes) and by the Holder (in the case of the Restricted New Notes) after upon the execution of this Agreement. The Company and the Holder shall provide such respective instructions to the its respective Undersigned Entity necessary for settlement of the Exchange. In the event the Closing does not occur, any Restricted Old Notes submitted for DWAC withdrawal will be returned to the DTC participant that submitted the withdrawal instruction for such Restricted Old Notes in accordance with the procedures of DTC, and any Unrestricted Old Notes delivered to the Trustee will be returned to the Holder by the Trustee by nationally recognized overnight courier to the address set forth on Exhibit A hereto. Each Undersigned Entity acknowledges that all New Notes will be issued in minimum denominations of $100,000 principal amount and integral multiples of $1.00 thereafter in accordance with the Indenture. The Restricted New Notes shall bear an appropriate restrictive legend referring to the fact that such Restricted New Notes were issued in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof and are eligible for resale pursuant to Rule 144A. For purposes hereof:

Terms of the Exchange. Pursuant to the terms hereof, each of the Undersigned Entities hereby agrees to cause the Holders to exchange and deliver an aggregate principal amount of Old Notes, and in exchange therefor, the Company shall issue to the Holders an aggregate principal amount of New Notes, in each case, as set forth on Exhibit A hereto. The closing for the exchange Exchange (the “Closing”) shall occur substantially concurrently with with, and subject to to, the closing of the Company’s offering issuance and sale of the New Notes and on a date (the “Closing Date”) no later than two Trading Days after the date of this Agreement. At the Closing, (a) each of the Undersigned Entities shall cause each Holder of its Holders to deliver to the Company all right, title and interest in and to such Holder’s Old Notes, as set forth on Exhibit A hereto (and no other consideration), free and clear of any mortgage, lien (statutory or otherwise), pledge, charge, security interest, encumbrance, title retention agreement or other title retention device, conditional sale or security arrangement, collateral assignment, option, right of first refusal, equity or other adverse claim thereto or other similar encumbrance thereon (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to assign, transfer to and confirm in the Company all right, title and interest in and to such Old Notes free and clear of any Liens, and (b) the Company shall deliver or cause to be delivered to each Holder, subject to the terms and conditions of this Agreement, New Notes having an aggregate principal amount set forth on Exhibit A, which shall be equal to forty-five percent (45%) of the aggregate principal amount of the Old Notes plus any accrued and unpaid interest on the Old Notes as of the Closing Date, and the Company hereby agrees to issue such New Notes to the Investor such Undersigned Entity in exchange for such Old Notes and (c) the Company shall deliver or cause to be delivered, to each Holder of Old Notes, any accrued and unpaid interest on such Old Notes through the Closing Date. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the immediately preceding paragraph, the Holders shall not be required to deliver the Old Notes until the Closing occurs. Simultaneously with or after the Closing, the Company may, in its sole discretion, issue the New Notes to one or more other holders of outstanding Old Notes or to other investors. The delivery of the New Notes and the issuance thereof shall be effected via DWAC by delivery of a Physical Note (or other book-entry procedures) pursuant to the instructions to be provided by the Company (as defined in the case of Indenture) to each Holder at the Old Notes) and by the Holder (in the case of the New Notes) after the execution of this Agreementaddress set forth on Exhibit A hereto. The Company and the Holder shall provide such respective instructions to the its respective Undersigned Entity necessary for settlement of the Exchange. In the event the Closing does not occur, any Old Notes submitted for DWAC withdrawal will be returned to the DTC participant that submitted the withdrawal instruction for such Old Notes in accordance with the procedures of DTC. Each Undersigned Entity acknowledges that all New Notes will be issued in minimum denominations of $100,000 principal amount and integral multiples of $1.00 thereafter in accordance with the Indenture. For purposes hereof:

Terms of the Exchange. Pursuant to the terms hereof, each of the Undersigned Entities hereby agrees to cause the Holders to exchange and deliver an aggregate principal amount of Old Notes, and in exchange therefor, the Company shall issue to the Holders an aggregate principal amount of New Notes, in each case, as set forth on Exhibit A hereto. The closing for the exchange Exchange (the “Closing”) shall occur substantially concurrently with and subject to the closing of the Company’s offering of the New Notes and on a date (the “Closing Date”) no later than two Trading Days after the date of this Agreement. At the Closing, (a) each of the Undersigned Entities shall cause each Holder of its Holders to deliver to the Company all right, title and interest in and to such Holder’s Old Notes, as set forth on Exhibit A hereto (and no other consideration), free and clear of any mortgage, lien (statutory or otherwise), pledge, charge, security interest, encumbrance, title retention agreement or other title retention device, conditional sale or security arrangement, collateral assignment, option, right of first refusal, equity or other adverse claim thereto or other similar encumbrance thereon (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may reasonably deem necessary or desirable to assign, transfer to and confirm in the Company all right, title and interest in and to such Old Notes free and clear of any Liens, and (b) the Company shall deliver or cause to be delivered to each Holder, subject to the terms and conditions of this Agreement, New Notes having an aggregate principal amount amount, as set forth on Exhibit A, which shall be equal to four hundred seventy-five Dollars ($475.00) for each one thousand Dollars ($1,000) of the aggregate principal amount of the Old Notes plus any accrued and unpaid interest on the Old Notes as of the Closing Date, and the Company hereby agrees to issue such New Notes to the Investor such Undersigned Entity in exchange for such Old Notes and (c) the Company shall deliver or cause to be delivered, to each Holder of Old Notes, any accrued and unpaid interest on such Old Notes through the Closing Date“Exchange Rate”). For the avoidance of doubt, in the event of any delay in the Closing pursuant to the immediately preceding paragraph, the Holders shall not be required to deliver the Old Notes until the Closing occurs. Simultaneously Substantially concurrently with or after the Closing, the Company may, in its sole discretionsubject to compliance with Section 3.37 hereof, issue the New Notes pursuant to one other exchange agreements dated on or more about the date hereof (“Other Exchange Agreements”) with other holders of outstanding the Old Notes or to other investorsthe Company’s 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 (CUSIP 87960W AB0) (the “Other Holders”). The delivery of the New Notes and the issuance thereof shall be effected via DWAC (or other by book-entry procedures) delivery of an interest in a global security pursuant to DWAC to each Holder in accordance with the instructions to be provided by the Company (in the case of the Old Notes) and by the Holder (in the case of the New Notes) after the execution of this Agreementspecified on Exhibit A hereto. The Company and the Holder shall provide such respective instructions to the its respective Undersigned Entity necessary for settlement of the Exchange. In the event the Closing does not occur, any Old Notes submitted for DWAC withdrawal will be returned to the DTC participant that submitted the withdrawal instruction for such Old Notes in accordance with the procedures of the Depository Trust Company (“DTC”). Each Undersigned Entity acknowledges that all New Notes will be issued in minimum denominations of $1,000 principal amount and integral multiples of $1,000 thereafter in accordance with the Indenture. For purposes hereof:

Terms of the Exchange. Pursuant to the terms hereof, the Undersigned hereby agrees to cause the Holders to exchange and deliver an the following aggregate principal amount of Old Notes, and in exchange therefor, the Company shall issue to the Holders an equal aggregate principal amount number of New Notes, in each case, as set forth on Exhibit A hereto. : The closing for the exchange (the “Closing”) shall occur substantially concurrently with and subject to the closing of the Company’s offering of the New Notes and on a date (the “Closing Date”) no later than two three Trading Days after the date of this Agreement. At On the ClosingClosing Date, (a) the Undersigned shall cause each Holder to deliver to the Company all right, title and interest in and to such Holder’s Old Notes, as set forth on Exhibit A hereto (and no other consideration), free and clear of any mortgage, lien (statutory or otherwise)lien, pledge, charge, security interest, encumbrance, title retention agreement or other title retention device, conditional sale or security arrangement, collateral assignmentagreement, option, right of first refusal, equity or other adverse claim thereto or other similar encumbrance thereon (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to assign, transfer to and confirm in the Company all right, title and interest in and to such Old Notes free and clear of any Liens, (b) the Company shall deliver or cause to be delivered to each Holder, subject to the terms and conditions of this Agreement, New Notes having an aggregate principal amount set forth on and Exhibit A, and the Company hereby agrees to issue such New Notes to the Investor in exchange for such Old Notes and (c) the Company shall deliver or cause to be delivered, to each Holder of Old Notes, any accrued and unpaid interest on such Old Notes through the Closing Date. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the immediately preceding prior paragraph, the Holders shall not be required to deliver the Old Notes until the Closing occurs. Simultaneously with or after the Closing, the Company may, in its sole discretion, may issue the New Notes to one or more other holders of outstanding Old Notes or to other investors. The delivery of the New Notes and the issuance thereof shall be effected via DWAC (or other book-entry procedures) pursuant to the instructions to be provided by the Company (in the case of the Old Notes) and by the Holder (in the case of the New Notes) after the execution of this the Agreement. The Company and the Holder shall provide such respective instructions to the Undersigned necessary for settlement of the Exchange. In the event the Closing does not occur, any Old Notes submitted for DWAC withdrawal will be returned to the DTC participant that submitted the withdrawal instruction for such Old Notes in accordance with the procedures of DTC. For purposes hereof: