WOLFSPEED, INC. as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, as Subsidiary Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of September 29, 2025 2.5% Convertible...

Exhibit T3C-1

WOLFSPEED, INC.

as Issuer

THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME,

as Subsidiary Guarantors

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

INDENTURE

Dated as of September 29, 2025

2.5% Convertible Second Lien Senior Secured Notes due 2031

THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS (AS DEFINED HEREIN).

WOLFSPEED, INC.

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of September 29, 2025

Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.

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TABLE OF CONTENTS

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Exhibits

Schedules

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INDENTURE, dated as of September 29, 2025, among Wolfspeed, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined below) party hereto from time to time and U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity but solely as the trustee hereunder (the “Trustee”) and as the collateral agent (the “Collateral Agent”) hereunder.

RECITALS

WHEREAS, on June 30, 2025, the Issuer and its wholly owned subsidiary, Wolfspeed Texas LLC, commenced voluntary cases, jointly administered under the caption In re Wolfspeed, Inc., et al., Case No. 25-90163 (CML) (the “Chapter 11 Cases”), under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (Houston Division) (the “Bankruptcy Court”);

WHEREAS, pursuant to the terms and conditions of the Joint Prepackaged Chapter 11 Plan of Reorganization of Wolfspeed, Inc. and its Debtor Affiliate (Docket No. 8), dated June 27, 2025 (as the same may be amended, modified or restated from time to time, and together with all appendices, exhibits and supplements thereto, the “Bankruptcy Plan”) relating to the reorganization under Chapter 11 of Title 11 of the United States Code of the Issuer and its wholly owned subsidiary, Wolfspeed Texas LLC, which Bankruptcy Plan was confirmed by order, dated September 8, 2025, of the Bankruptcy Court (the “Confirmation Order”), certain holders of Convertible Notes Claims (as defined in the Bankruptcy Plan) are to be issued the Notes (as defined herein) in an initial aggregate principal amount equal to $331,375,000 (the “Initial Notes”);

WHEREAS, (a) all acts and things necessary to make (i) the Notes, when executed by the Issuer and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as provided in this Indenture, the valid, binding and legal obligations of the Issuer; (ii) the Guarantees of the Subsidiary Guarantors hereunder the valid, binding and legal obligations of the Subsidiary Guarantors; and (iii) this Indenture a valid agreement of the Issuer and the Subsidiary Guarantors, according to its terms, have been done and performed, and (b) the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises set forth herein, the Issuer and the Subsidiary Guarantors covenant and agree with the Trustee and Collateral Agent for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

Article 1. DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01. DEFINITIONS.

“Account Control Agreement” means (a) with respect to any Deposit Account or Securities Account held or located in the United States, a customary account control agreement which provides for the Collateral Agent to have “control” (as defined in Section 9-104 of the Uniform Commercial Code or Section 8-106 of the Uniform Commercial Code, as applicable) of Deposit Accounts or Securities Accounts, as applicable and (b) with respect to any other Deposit Account or Securities Account, such agreement as is necessary to obtain a perfected security

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interest under the laws of the applicable jurisdiction over such Deposit Account or Securities Account and which provides for the Collateral Agent to have the equivalent of “control” (as defined in Section 9-104 of the Uniform Commercial Code or Section 8-106 of the Uniform Commercial Code, as applicable) (to the extent such equivalent concept exists under the laws of the jurisdiction where such Deposit Account or Securities Account, as applicable, is held or located) of such Deposit Accounts or Securities Accounts, as applicable.

“Acquired Indebtedness” means, with respect to any specific Person: (a)(i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person or any Subsidiary of such Person; and (b) Permitted Refinancing Indebtedness in respect of the foregoing.

“Affiliate” means, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“Agreed Security Principles” means the principles set forth in Exhibit D.

“Asset Disposition” means: (i) any sale, lease, conveyance or other Disposition (in one transaction or in a series of related transactions) by the Issuer or any Subsidiary of all or any part of its assets, whether now owned or hereafter acquired (including by way of a Sale and Lease-Back Transaction, or by operation of law) (provided that the sale, lease, conveyance or other Disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, shall not be an “Asset Disposition” but instead shall be governed by Section 6.01) or (ii) the issuance or sale of Equity Interests of any Subsidiary of the Issuer, or the sale by the Issuer or any of its Subsidiaries of Equity Interests in any Subsidiary of the Issuer, in each case, in one transaction or in a series of related transactions (in each case, other than directors’ qualifying shares and shares to be held by third parties to meet applicable legal requirements); provided that the term “Asset Disposition” shall not include any of the following:

(A) (i) the Disposition of inventory in the ordinary course of business by the Issuer or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by the Issuer or any Subsidiary or, with respect to operating leases, otherwise for fair market value on market terms (as determined in good faith by the Issuer), (iii) the Disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business by the Issuer or any Subsidiary, (iv) the Disposition of tools, equipment and similar property in exchange for, or the proceeds of the Disposition of which will be applied towards the purchase price of, new or replacement tools, equipment or similar property or (v) the Disposition of Cash Equivalents in the ordinary course of business;

(B) the Specified IP Disposition; provided that the net proceeds in respect thereof are applied in accordance with the First Lien Notes Indenture as in effect on the Issue Date;

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(C) Dispositions (i) to the Issuer or a Subsidiary Guarantor (upon voluntary liquidation or otherwise), (ii) [reserved] or (iii) by any Subsidiary that is not a Note Party to the Issuer or any Subsidiary;

(D) so long as no Event of Default exists or would result therefrom, Sale and Lease-Back Transactions permitted by Section 3.14; provided that if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, such Capitalized Lease Obligation is permitted by Section 3.12 and any Lien made the subject of such Capitalized Lease Obligation is permitted by Section 3.13;

(E) any Restricted Payments permitted by Section 3.15 and any Permitted Investments;

(F) Dispositions of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction;

(G) other Dispositions of assets to a person that is not an Affiliate of any Note Party; provided that (i) at the time of the execution of the definitive documentation for such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the requirements of Section 3.16(A) shall apply to such Disposition and (iii) the Net Proceeds thereof, if any, are applied in accordance with Section 3.16(B);

(H) [Reserved];

(I) leases or subleases or licenses or sublicenses of any real or personal property (including licenses of Intellectual Property) in the ordinary course of business and consistent with past practice or industry practices;

(J) Dispositions or abandonment of Intellectual Property of the Issuer and its Subsidiaries determined in good faith by the management of the Issuer to be no longer useful or necessary in the operation of the business of the Issuer or any of the Subsidiaries;

(K) commencing with the Issuer’s fiscal year ending June 30, 2027, other Dispositions for fair market value as determined in good faith by the Issuer (acting in its reasonable discretion) with an aggregate value per fiscal year not in excess of the greater of (x) $12,000,000 and (y) 6.0% of EBITDA for the Test Period then most recently ended; provided that this clause (K) may not be used in combination with any other clause of this definition of “Asset Disposition” in connection with any Disposition (or portion thereof) or series of related Dispositions (or portion thereof);

(L) dedications or dispositions of roads constituting Real Property, or the granting of easements, rights of way, rights of access and/or similar rights in Real Property, to any Governmental Authority, utility providers, cable or other communication providers and/or other parties providing services or benefits to any project that, would not reasonably be expected to interfere in any material respect with the operations of the Issuer and its Subsidiaries; provided that upon request by the Issuer accompanied by the documents required by Section 11.05, the Collateral Agent shall (i) release its Mortgage on the portions of such Real Property dedicated or disposed of or (ii) subordinate its Mortgage on such Real Property to such easement, right of way, right of access or similar agreement, in each case, in such form as is reasonably satisfactory to Collateral Agent and the Issuer;

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(M) Dispositions contractually committed as of, or contemplated as of, the Issue Date and set forth on Schedule 1.01(B); and

(N) to the extent constituting an Asset Disposition, any termination, settlement or extinguishment of Hedging Agreements or other contractual obligations.

For purposes of determining compliance with Section 3.16 or the definition of “Asset Disposition”, other than with respect to clause (K) of the definition of “Asset Disposition”, a Disposition need not be permitted solely by reference to one category of permitted Dispositions (or portion thereof) described in the above clauses but may be permitted in part under any combination thereof.

“Authorized Denomination” means, with respect to a Note, a principal amount thereof equal to $1,000 or any integral multiple of $1,000.00 in excess thereof.

“Bankruptcy Law” means Title 11 of the United States Code or any similar U.S. federal or state or non-U.S. law for the relief of debtors.

“Board of Directors” means the board of directors of the Issuer or a committee of such board duly authorized to act on behalf of such board.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City (and in respect of payments, the place of payment) are authorized or required by law to remain closed.

“Capital Expenditures” means, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease or finance lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that obligations of the Issuer or its Subsidiaries, either existing on the Issue Date or created thereafter that (a) initially were not included on the consolidated balance sheet of the Issuer as capital lease or finance lease obligations and were subsequently recharacterized as capital lease or finance lease obligations or, in the case of a special purpose or other entity becoming consolidated with the Issuer and its Subsidiaries were required to be characterized as capital lease or finance obligations upon such consolidation, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Issue Date and were required to be characterized as capital lease or finance lease obligations but would not have been required to be treated as capital lease or finance lease obligations on the Issue Date had they existed at that time, shall for all purposes not be treated as Capitalized Lease Obligations or Indebtedness.

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“Cash Equivalents” shall mean:

(A) direct obligations of the United States of America, the United Kingdom or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America, the United Kingdom or any member of the European Union or any agency thereof, in each case with maturities not exceeding one year from the date of acquisition thereof;

(B) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank, trust company or other financial institution that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America, having capital, surplus and undivided profits in excess of $500,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(C) repurchase obligations with a term of not more than 185 days for underlying securities of the types described in clause (A) above entered into with a bank meeting the qualifications described in clause (B) above;

(D) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Issuer) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to ▇▇▇▇▇’▇, or A-1 (or higher) according to S&P or F1 or higher by Fitch (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(E) securities with maturities of six months or less from the date of acquisition, issued and fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by ▇▇▇▇▇’▇ or A by Fitch (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(F) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (A) through (E) above;

(G) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moody’s or AAA by Fitch and (iii) have portfolio assets of at least $500,000,000;

(H) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 0.5% of Consolidated Total Assets;

(I) any Investments permitted by the Issuer’s investment policy (other than any Investment permitted by Section IX thereof), as in effect on the Issue Date; and

(J) instruments equivalent to those referred to in clauses (A) through (I) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with any business conducted by any Note Party or any Subsidiary, in each case, organized in such jurisdiction.

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“Cash Management Agreement” means any agreement to provide to the Issuer or any Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

“Casualty Event” means any event that gives rise to the receipt by the Issuer or any Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, assets or property (including any improvements thereon) to replace or repair such equipment, assets or property or as compensation for such casualty or condemnation event.

“CHIPS Act” means Title XCIX — Creating Helpful Incentives to Produce Semiconductors for America of the ▇▇▇▇▇▇▇ ▇. (Mac) ▇▇▇▇▇▇▇▇▇▇ National Defense Authorization Act for Fiscal Year 2021 (Pub. L. 116-283), as amended by the CHIPS Act of 2022 (Division A of Pub. L. 117-167).

“CHIPS Program Office” means United States Department of Commerce, CHIPS Program Office.

“Close of Business” means 5:00 p.m., New York City time.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.

“Collateral” means all the “Collateral” (or similar term) as defined in any Security Document and shall also include the Mortgaged Properties, and all other property that is subject to any Lien in favor of the Trustee, the Collateral Agent or any Subagent for the benefit of the Secured Parties pursuant to any Security Document.

“Collateral Agent” means U.S. Bank Trust Company, National Association, in its capacity as collateral agent, together with its successors and permitted assigns in such capacity.

“Collateral Agreement” means the Collateral Agreement, dated as of the Issue Date, and as may be amended, restated, supplemented or otherwise modified from time to time, among the Issuer, each Domestic Subsidiary Guarantor and the Collateral Agent.

“Collateral and Guarantee Requirement” means the requirement that (in each case subject to the Agreed Security Principles, Sections 3.21(A)(iii), (iv) and (vii), Section 3.22 and any applicable Intercreditor Agreement):

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(A) on the Issue Date, (x) the Collateral Agent shall have received from the Issuer and each Domestic Subsidiary Guarantor an executed counterpart to the Collateral Agreement and each other Security Documents required to be executed by the Issuer and each Domestic Subsidiary Guarantor pursuant to the Collateral Agreement on the Issue Date in order to secure the Note Obligations thereunder and (y) the Trustee shall have received from each Subsidiary Guarantor, an executed counterpart to this Indenture, in each case duly executed and delivered on behalf of such person;

(B) on the Issue Date, (i)(x) all outstanding Equity Interests directly owned by the Issuer or any Domestic Subsidiary Guarantor, in each case, other than Excluded Securities, and (y) all Indebtedness owing to the Issuer or any Domestic Subsidiary Guarantor, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement and (ii) the Collateral Agent shall have received certificates or other instruments (if any) representing such Equity Interests and such notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers or other instruments of transfer with respect thereto endorsed in blank;

(C) in the case of any person that becomes a Subsidiary Guarantor after the Issue Date, the Collateral Agent or the Trustee, as applicable, shall have received (i) a supplemental indenture to this Indenture substantially in the form of Exhibit C, duly executed and delivered by such Subsidiary Guarantor, (ii) in the case of a Domestic Subsidiary Guarantor, a supplement to the Collateral Agreement and supplements to the other Security Documents, if applicable, substantially in the form specified therefor, in each case, duly executed and delivered on behalf of such Domestic Subsidiary Guarantor and (iii) in the case of a Foreign Subsidiary Guarantor, such other Security Documents governed by the law of any Foreign Collateral Jurisdiction as are necessary for the grant of a perfected security interest in the Equity Interests of, and assets of, such Subsidiary Guarantor, which shall include, among other things, security over substantially all assets in any jurisdiction where all-asset/floating security is customary, duly executed and delivered on behalf of such Foreign Subsidiary Guarantor;

(D) after the Issue Date, (i) (x) all outstanding Equity Interests of any person that becomes a Subsidiary Guarantor after the Issue Date and (y) subject to Section 3.21(A)(vii), all Equity Interests directly acquired by the Issuer or a Subsidiary Guarantor after the Issue Date, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement or other applicable Security Documents, and (ii) the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

(E) on the Issue Date, except as otherwise contemplated by Section 3.22, all documents and instruments, including Uniform Commercial Code financing statements, and filings with the United States Copyright Office and the United States Patent and Trademark Office (including any Notice of Grant of Security Interest in Intellectual Property), and all other actions reasonably necessary (including those required by applicable Requirements of Law) to be delivered, filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been delivered, filed, registered or recorded concurrently with, or promptly following, the execution and delivery of each such Security Document;

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(F) subject to Section 3.21(A)(vii), within the time periods set forth in Section 3.21 with respect to Mortgaged Properties encumbered pursuant to said Section 3.21, the Collateral Agent shall have received (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that may be necessary or reasonably desirable to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of recordation thereof, (ii) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of counsel in favor of the Collateral Agent regarding the enforceability, due authorization, execution and delivery of the Mortgages and such other matters customarily covered in real estate counsel opinions and customarily given in similar financing transactions, (iii) with respect to each such Mortgaged Property, the Flood Documentation and (iv) such other customary certificates, affidavits and similar deliverables that are customarily given in similar financing transactions in connection with the delivery of a Mortgage reasonably necessary that are available to the Issuer without material expense with respect to any such Mortgage or Mortgaged Property;

(G) [Reserved];

(H) [Reserved]; and

(I) after the Issue Date, the Collateral Agent or the Trustee, as applicable, shall have received (i) such other Security Documents as may be required to be delivered pursuant to Section 3.21 or the Collateral Agreement, and (ii) evidence of compliance with any other requirements of Section 3.21.

“Common Stock” means the common stock of the Issuer, par value $0.00125 per share, at the date of this Indenture, subject to Section 5.09.

“Consolidated Interest Expense” means, with respect to any person for any period, all interest expense, including the amortization of debt discount and premium, the amortization or expensing of all fees and expenses payable in connection with the incurrence of indebtedness, the interest component under Capitalized Lease Obligations, capitalized interest, interest paid in kind and net payments and receipts (if any) pursuant to interest rate Hedging Agreements, in each case, of such person and its subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Net Income” means for any period, the aggregate of the Net Income of the Issuer and its Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP, but excluding:

(A) extraordinary gains or losses;

(B) net earnings of any business entity (other than a Subsidiary) in which any Note Party or any Subsidiary thereof has an ownership interest unless such net earnings shall have actually been received by the Issuer or its Subsidiaries in the form of cash distributions;

(C) any gain or loss from Dispositions not in the ordinary course of business during such period; and

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(D) any portion of the net earnings of any Subsidiary which for any reason is unavailable for payment of dividends to the Note Parties.

“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt of the Issuer and its Subsidiaries on the date of determination less the aggregate amount of cash and Cash Equivalents of the Issuer and its Subsidiaries on a consolidated basis as of such date, excluding cash and Cash Equivalents which are listed as “restricted” on the consolidated balance sheet of the Issuer and its Subsidiaries as of such date as of the last day of the Test Period most recently ended on or prior to such date of determination, in an amount not to exceed $1,000,000,000 (other than any cash that is “restricted” in favor of the First Lien Notes, the Second Lien Takeback Notes, the Second Lien Renesas Notes and the Notes), to (b) EBITDA for the Test Period then most recently ended.

“Consolidated Total Assets” means, as of any date, the total assets of the Issuer and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the most recent consolidated balance sheet of the Issuer delivered pursuant to Section 3.03.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Subsidiaries outstanding on such date, determined on a consolidated basis consisting of (a) Indebtedness for borrowed money (including the Notes), (b) Capitalized Lease Obligations, (c) purchase money debt, (d) debt obligations evidenced by promissory notes or similar debt instruments, (e) all obligations issued, undertaken or assumed as the deferred purchase price with respect to acquisitions, including, subject to the limitation below, earn-outs (but excluding (i) customary working capital and purchase price adjustments and trade accounts payables and other accrued trade obligations entered into in the ordinary course of business and (ii) all earn-out obligations and other similar contingent consideration not yet due and payable), (f) all outstanding Disqualified Stock of the Issuer and all preferred stock of the Subsidiaries of the Issuer, in each case issued to third parties, with the amount of such Disqualified Stock or preferred stock equal to the greater of its voluntary or involuntary liquidation preference and its Maximum Fixed Repurchase Price (as defined below) and (g) guarantees of the foregoing; provided, however, that Consolidated Total Debt shall not include Permitted Warrant Transactions. For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or preferred stock means the price at which such Disqualified Stock or preferred stock could be redeemed or repurchased by the issuer thereof in accordance with its terms or, if such Disqualified Stock or preferred stock cannot be so redeemed or repurchased, the fair market value of such preferred stock, in each case, determined on any date on which Consolidated Total Debt shall be required to be determined.

“Contribution Debt” means Indebtedness of the Issuer or any Subsidiary in an aggregate outstanding principal amount not greater than 100% (or 50% in the case of Permitted Disqualified Stock) of the aggregate net amount of cash proceeds received by the Issuer after the Issue Date in excess of $240,000,000 in the aggregate from (x) the issuance or sale of the Issuer’s Qualified Equity Interests and Permitted Disqualified Stock or (y) a contribution to the Issuer’s common equity, in each case after the Issue Date (in each case of (x) and (y), other than proceeds (i) from the sale of Equity Interests by the Issuer to any Subsidiary or contributions to the common equity of the Issuer by any of its Subsidiaries or (ii) from the conversion of any Convertible Notes or the exercise of any Renesas Warrants), in each case, to the extent such proceeds have not otherwise been applied to voluntarily redeem the Notes pursuant to Section 4.03, make any Restricted Payments pursuant to Section 3.15 or any Permitted Investments. Notwithstanding anything to the contrary set forth herein, (A) Contribution Debt may only be allocated to Section 3.12(B)(xi) and (B) Section 3.12(B)(xi) may not be used to incur any other Indebtedness.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“Conversion Date” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A) to convert such Note are satisfied.

“Conversion Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such time.

“Conversion Rate” means, initially 81.7508 shares of Common Stock per $1,000 principal amount of Notes, provided, however, that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.

“Conversion Share” means any share of Common Stock issued or issuable upon conversion of any Note.

“Convertible Notes” means, collectively, (i) the Notes, (ii) the Second Lien Renesas Notes and (iii) any other debt securities issued by the Issuer from time to time permitted to be incurred under the terms of this Indenture that are convertible into, or exchangeable for, equity interests of the Issuer (and cash in lieu of any fractional interests), cash or any combination thereof (in an amount determined by reference to the price of such equity interests).

“Core Assets” means any (i) MVF Assets, Siler City Assets or Durham Assets, in each case, excluding any immaterial ordinary course assets utilized in the applicable facility or campus or (ii) Equity Interests of any direct or indirect Subsidiary of the Issuer that directly or indirectly owns any of the foregoing. Notwithstanding anything to the contrary set forth herein, it is understood and agreed that there is no limitation on any MVF Asset, Siler City Asset or Durham Asset moving to and from such locations.

“Corporate Trust Office” means the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof is located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Corporate Trust – Wolfspeed, Inc., or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Issuer).

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“Credit Facilities” means one or more credit agreements, indentures or debt facilities to which the Issuer and/or one or more of its Subsidiaries is party from time to time (including without limitation the First Lien Notes Indenture), in each case with banks, investment banks, insurance companies, mutual funds or other lenders or institutional investors providing for revolving credit loans, term loans, debt securities, bankers acceptances, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case as such agreements or facilities may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement exchanging, extending the maturity of, refinancing, renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof) (including increasing the amount of available borrowings thereunder or adding or removing Subsidiaries as borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.

“Daily Cash Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

“Daily Conversion Value” means, with respect to any VWAP Trading Day, one-thirtieth (1/30th) of the product of (A) the Conversion Rate on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.

“Daily Maximum Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) thirty (30).

“Daily Share Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page identified by “WOLF” (or such other ticker symbol for such shares of Common Stock) appended by the suffix “<EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume- weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day, reasonably determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Issuer). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“Default” means any event or condition that is (or, after notice, passage of time or both, would be) an Event of Default.

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“Default Settlement Method” means Physical Settlement; provided, however, that subject to Section 5.03(A)(ii), the Issuer may, from time to time, change the Default Settlement Method by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Depositary” means The Depository Trust Company or its successor.

“Depositary Participant” means any member of, or participant in, the Depositary.

“Depositary Procedures” means, with respect to any conversion, transfer, exchange or other transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.

“Designated Sale and Lease-Back Transaction” means a Sale and Lease-Back Transaction entered into pursuant to Section 3.12(B)(xviii), so long as (i) the economic terms of such Sale and Lease-Back Transaction, taken as a whole, are no less favorable to the Issuer and its Subsidiaries than the economic terms of the First Lien Notes Indenture, as reasonably determined in good faith by the Issuer and (ii) the proceeds of such Designated Sale and Lease-Back Transaction, regardless of whether such arrangement is structured as a Capitalized Lease Obligation or an obligation under an operating lease, are used to prepay Credit Facilities secured by a first-priority Lien and to pay reasonable and documented fees and expenses incurred in connection with such Designated Sale and Lease-Back Transaction.

“Discharged Indebtedness” means Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged pursuant to the prepayment or deposit of amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whether such Indebtedness constitutes a liability on the balance sheet of the obligor thereof); provided, however, that such Indebtedness shall be deemed Discharged Indebtedness if the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have been made even if certain conditions thereto have not been satisfied, so long as such conditions are reasonably expected to be satisfied within 95 days after such prepayment or deposit; provided, further, however, that if the conditions referred to in the immediately preceding proviso are not satisfied within 95 days after such prepayment or deposit, such Indebtedness shall cease to constitute Discharged Indebtedness after such 95-day period.

“Disinterested Director” means, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Dispose” or “Disposed of” means to convey, sell, lease, sub-lease, license, sub-license, sell and leaseback, assign, farm-out, transfer or otherwise dispose of any property, business or asset, in one transaction or a series of transactions, including any Sale and Lease-Back Transaction and any sale or issuance of Equity Interests of a Subsidiary, and including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. The term “Disposition” shall have a correlative meaning to the foregoing.

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“Disqualified Stock” means, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior redemption or repurchase in full of the Notes and payment in full of all other Note Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) at the option of the holder thereof, is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case of the preceding clauses (a) through (d), prior to the date that is ninety-one (91) days after the Maturity Date (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of the Issuer or the Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

“DOE Borrower” means any borrower of any DOE Financing.

“DOE Financing” means any Indebtedness of any DOE Borrower owing to (x) the United States Department of Energy Loan Programs Office or (y) any financial institution acting as an administrator, facilitator, agent, trustee, servicer, conduit, instrumentality or similar capacity with respect to the United States Department of Energy Loans Programs Office.

“DOE Parent Entity” means the Issuer or any other Subsidiary which is a direct or indirect parent company of any DOE Borrower.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“Domestic Subsidiary Guarantor” means (a) Wolfspeed Texas LLC and (b) each Domestic Subsidiary of the Issuer that is not an Excluded Subsidiary (unless the Issuer has elected to cause such Domestic Subsidiary to become a Subsidiary Guarantor).

“Durham Assets” means any assets of the Issuer or its Subsidiaries (i) located at, or used in, as of the Issue Date, Durham, North Carolina and (ii) located at, or used in, Durham, North Carolina from and after the Issue Date (it being understood and agreed that such assets in clauses (i) and (ii) shall at all times constitute “Durham Assets” even if subsequently removed from, or no longer used in, Durham, North Carolina).

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“EBITDA” means, for any period, in each case for the Issuer and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income (other than amounts specifically excluded from Consolidated Net Income under clauses (A) through (C) of the definition of Consolidated Net Income): (i) Consolidated Interest Expense, (ii) taxes, (iii) depreciation and amortization, (iv) all non-recurring expenses and charges which do not represent a cash item in such period, (v) expenses in connection with the issuance of stock options or other equity as compensation to employees and/or management of the Issuer or any Subsidiary, (vi) costs and expenses, in an amount not to exceed $6,000,000 in the aggregate during any four (4) fiscal quarter period, incurred in connection with any investment, acquisition, asset disposition, equity issuance or incurrence, payment, prepayment, refinancing or redemption of Indebtedness (including fees and expenses related to this Indenture and any amendments, supplements and modifications thereof), including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses (in each case, whether or not consummated) and (vii) all adjustments used in the calculation of non-GAAP net loss by the Issuer as reported in its filings with the SEC for the relevant period, minus (b) to the extent included in calculating Consolidated Net Income, (i) all non-recurring, non-cash items increasing net income for such period and (ii) any cash payments made during such period in respect of items described in clause (a)(iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred plus (or minus) (c) non-cash losses (or gains) arising from the impact of mark-to-market valuation of the Note Parties’ Investment in Lextar Electronics Corporation; provided that (x) in no event shall any fees, costs or expenses of the type referred to as “Start-up and Underutilization Costs” in the Issuer’s filings with the SEC be added back in the calculation of EBITDA, (y) if any Disposition occurs during such period, any EBITDA attributable to the property, business or assets of such Disposition shall be excluded from the calculation of EBITDA and such Disposition shall be deemed to have occurred as of the first day of the relevant Test Period and (z) if any acquisition or Investment occurs during such period, any EBITDA attributable to the property, business or assets so acquired or invested in shall be included in the calculation of EBITDA and such acquisition or Investment shall be deemed to have occurred as of the first day of the relevant Test Period.

“Equity Interests” of any person means any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any Preferred Stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing; provided that Equity Interests shall not include any Convertible Notes, Permitted Bond Hedge Transaction or Permitted Warrant Transaction.

“Escrowed Indebtedness” means Indebtedness (i) issued to refinance in full any Indebtedness, (ii) in a principal amount no greater than the outstanding principal amount of such Indebtedness to be so refinanced (plus unpaid accrued interest thereon, underwriting discounts and fees, commissions and expenses related to such offering) and (iii) the proceeds of which are funded into an escrow account (pursuant to customary escrow arrangements) pending the release thereof for such refinancing; provided that, for the avoidance of doubt, proceeds released from the escrow account and used to refinance the outstanding Indebtedness shall reduce dollar for dollar the amount of “Escrowed Indebtedness” permitted hereunder.

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“Excluded Account” means (a) any Deposit Account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the employees of any Note Party, (b) any tax account (including any sales tax account), (c) any fiduciary, pension, 401(k) or similar trust account holding employee funds, (d) any impound, escrow, trust, cash collateral (including any Deposit Account or Securities Account holding only cash collateral for letters of credit or Hedging Agreements secured by Liens permitted by clauses (AA) or (EE) of the definition of “Permitted Liens”) or similar account and (e) any Deposit Account and Securities Account that has cash or Permitted Investments that do not have a balance at any time exceeding $20,000,000 individually and $50,000,000 in the aggregate for all such accounts constituting Excluded Accounts; provided that no account held by any Note Party over which a Lien has been granted to secure any obligations under the First Lien Notes Indenture, the Second Lien Renesas Notes Indenture or the Second Lien Takeback Notes Indenture (or, in each case, any Permitted Refinancing Indebtedness in respect thereof), or any other Indebtedness for borrowed money (other than Specified Indebtedness) shall be an Excluded Account.

“Excluded Securities” means any of the following:

(A) any Equity Interests or Indebtedness with respect to which the Issuer reasonably determines in good faith that the cost or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are excessive to the Issuer in relation to the value to be afforded to the Holders thereby;

(B) any Equity Interests or Indebtedness to the extent the pledge thereof would be prohibited by any Requirement of Law or would require governmental or other regulatory consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received);

(C) any Equity Interests of any person that is not a Wholly Owned Subsidiary to the extent (i) that a pledge thereof to secure the Note Obligations is prohibited by any organizational documents, joint venture agreement or stockholder agreement of such Subsidiary with an unaffiliated third party without the consent of such third party; provided that this clause (i) shall not apply if (1) such other party is a Note Party or a Subsidiary of any Note Party or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Issuer or any Subsidiary to obtain any such consent) and shall only apply for so long as such organizational documents, joint venture agreement or stockholder agreement or replacement or renewal thereof is in effect, or (ii) a pledge thereof to secure the Note Obligations would give any other party (other than a Note Party or a Subsidiary of a Note Party) to any organizational document or stockholder agreement governing such Equity Interests the right to terminate its obligations thereunder (so long as, in each case of subclause (i) and (ii) of this clause (C), such provision prohibits the granting of a security interest over such Equity Interests generally (and not solely a pledge to secure the Note Obligations));

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(D) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests could reasonably be expected to result in material adverse tax consequences to the Issuer or any Subsidiary as reasonably determined in good faith by the Issuer;

(E) any Equity Interests that are set forth on Schedule 1.01(A); and

(F) any Margin Stock;

provided that no Equity Interest or Indebtedness held by any Note Party over which a Lien has been granted to secure any obligations under the First Lien Notes Indenture, the Second Lien Renesas Notes Indenture or the Second Lien Takeback Notes Indenture (or, in each case, any Permitted Refinancing Indebtedness in respect thereof) or any other Indebtedness for borrowed money (other than Specified Indebtedness) shall be Excluded Securities.

“Excluded Subsidiary” means any of the following (except as otherwise provided in clause (b) of the definition of Subsidiary Guarantor):

(A) each Immaterial Subsidiary;

(B) each Subsidiary that is prohibited from Guaranteeing the Note Obligations by a contractual obligation (to the extent such prohibition exists as of the Issue Date or at the time of the acquisition of such Subsidiary (or is a renewal or replacement thereof); provided that such contractual obligation was not entered into or created in contemplation of this Indenture and only for so long as such prohibition exists);

(C) each Subsidiary that is prohibited from Guaranteeing the Note Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee the Note Obligations (unless such consent, approval, license or authorization has been received and is in effect);

(D) [reserved];

(E) [reserved];

(F) each not-for-profit Subsidiary or political action committee;

(G) each Subsidiary which is a foreign sales office, to the extent such Subsidiary does not own any material assets;

(H) any other Subsidiary with respect to which, the providing of a Guarantee of the Note Obligations could reasonably be expected to result in material adverse tax consequences to the Issuer or any Subsidiary as reasonably determined in good faith by the Issuer; and

(I) any other Subsidiary with respect to which the Issuer reasonably determines in good faith that the cost or other consequences of providing a Guarantee of the Note Obligations are excessive to the Issuer in relation to the value to be afforded to the Holders thereby.

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Notwithstanding anything to the contrary set forth herein or in any Note Document, in no event shall any Subsidiary that (x) is a borrower or guarantor of any DOE Financing, (y) owns any Material IP or (z) is a borrower, issuer or guarantor of any First Lien Notes, Second Lien Renesas Notes or Second Lien Takeback Notes (or, in each case, any Permitted Refinancing Indebtedness in respect thereof) or any other Indebtedness for borrowed money (other than Specified Indebtedness), be an Excluded Subsidiary.

“Ex-Dividend Date” means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempted Fundamental Change” means any Fundamental Change with respect to which, in accordance with Section 4.02(K), the Issuer does not offer to repurchase any Notes.

“First Lien Notes” means $1,259,210,125 aggregate principal amount of First Lien Senior Secured Notes due 2030 issued by the Issuer pursuant to the First Lien Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the First Lien Notes Indenture, as may be further amended and supplemented from time to time.

“First Lien Notes Collateral Agent” means U.S. Bank Trust Company, National Association, as the collateral agent for the First Lien Notes, and/or any successor collateral agent, additional collateral agent and/or any other supplemental collateral agent appointed pursuant to the terms of First Lien Notes Indenture.

“First Lien Notes Indenture” means, an indenture, dated as of the Issue Date, among the Issuer, the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, as the trustee and the collateral agent, in relation to the First Lien Notes, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“First Lien Notes Trustee” means U.S. Bank Trust Company, National Association, as trustee for First Lien Notes, or its successors or assignees appointed pursuant to the terms of First Lien Notes Indenture.

“First-Lien/Second-Lien Intercreditor Agreement” means the intercreditor agreement, dated on or about the Issue Date, made between, among others, the Issuer, the Subsidiary Guarantors, the Trustee, the First Lien Notes Trustee, the Second Lien Renesas Notes Trustee, the Second Lien Takeback Notes Trustee, the Collateral Agent, the First Lien Notes Collateral Agent, the Second Lien Renesas Notes Collateral Agent, the Second Lien Takeback Notes Collateral Agent and the other parties named therein, as such document may be amended, restated, supplemented or otherwise modified from time to time.

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“First-Priority Debt Documents” shall have the meaning set forth in the First-Lien/Second-Lien Intercreditor Agreement.

“First-Priority Obligations” shall have the meaning set forth in the First-Lien/Second-Lien Intercreditor Agreement.

“Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act.

“Flood Documentation” means, with respect to each Mortgaged Property located in the United States of America or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged Property is located in a Special Flood Hazard Area (as defined below), together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Issuer and the applicable Note Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured and loss payee/mortgagee, (C) identify the address of each property located in an area within the United States identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “Special Flood Hazard Area”), the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in customary form and substance (as reasonably determined by the Issuer).

“Foreign Collateral Jurisdiction” means, as of any date of determination, any jurisdiction in which a Foreign Subsidiary Guarantor is formed or incorporated.

“Foreign Subsidiary” means any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

“Foreign Subsidiary Guarantor” means each Foreign Subsidiary of the Issuer that is not an Excluded Subsidiary (unless the Issuer has elected to cause such Foreign Subsidiary to become a Subsidiary Guarantor).

“Fundamental Change” means any of the following events:

(A) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Issuer or its Wholly Owned Subsidiaries, or their respective employee benefit plans, or Renesas, files a Schedule TO (or any successor schedule, form or report) or any report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” (as defined below) of Common Stock representing more than fifty percent (50%) of the voting power of all of the Common Stock; provided, however, that, for purposes of this clause (A), no person or group will be deemed to be a beneficial owner of any securities tendered pursuant to a tender offer or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or exchange in such offer;

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(B) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person, other than solely to one or more of the Issuer’s Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) (other than changes solely resulting from a subdivision or combination of the Common Stock or solely a change in the par value or nominal value of the Common Stock) all of the shares of Common Stock are exchanged for, converted into, acquired for, or constitute solely the right to receive, other securities, cash or other property; provided, however, that any transaction described in clause (B)(ii) above pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Issuer’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-a-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B);

(C) the Issuer’s stockholders approve any plan or proposal for the liquidation or dissolution of the Issuer;

(D) the Common Stock is not listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors) (each, the “Stock Exchange”); or

(E) any event or circumstance that constitutes, or results in any “fundamental change,” “change of control” or any comparable term under, and as defined in, the First Lien Notes Indenture, the Second Lien Renesas Notes Indenture or the Second Lien Takeback Notes Indenture;

provided, however, that (i) a transaction or event described in clause (A) or (B) above will not constitute a Fundamental Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional shares or pursuant to dissenters rights), in connection with such transaction or event, consists of ordinary shares or shares of common stock or other corporate common equity listed on any of the Stock Exchanges, or that will be so listed when issued or exchanged in connection with such transaction or event, and such transaction or event constitutes an Common Stock Change Event whose Reference Property consists of such consideration and (ii) notwithstanding the foregoing, the distribution of securities pursuant to the Bankruptcy Plan shall in no event be deemed a Fundamental Change.

For the purposes of this definition, any transaction or event described in both clause (A) and in clause (B) above (without regard to the proviso in clause (B) above) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso).

For the purpose of this Indenture, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

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“Fundamental Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Issuer pursuant to a Repurchase Upon Fundamental Change.

“Fundamental Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth in Section 4.02(F)(i) and Section 4.02(F)(ii).

“Fundamental Change Repurchase Price” means the cash price payable by the Issuer to repurchase any Note upon its Repurchase Upon Fundamental Change, calculated pursuant to Section 4.02(D).

“GAAP” means generally accepted accounting principles in effect in the United States of America on the Issue Date, applied on a consistent basis, subject to the provisions of Section 1.03.

“Global Note” means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Depositary or its nominee, duly executed by the Issuer and authenticated by the Trustee, and deposited with the Trustee, as custodian for the Depositary.

“Global Note Legend” means a legend substantially in the form set forth in Exhibit B-2.

“Governmental Authority” means any federal, state, local or foreign government, court, governmental, regulatory or administrative agency, department, commission, board, bureau, tribunal agency, other authority, instrumentality or regulatory or legislative body.

“Gross Cash Proceeds” means the gross cash proceeds received by the Issuer from the applicable event; provided that, to constitute “Gross Cash Proceeds,” the net cash proceeds received by the Issuer from such applicable event may not be less than 95.00% of the gross cash proceeds received by the Issuer from the applicable event.

“Guarantee” of or by any person (the “guarantor”) means (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity

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obligations in effect on the Issue Date or entered into in connection with any acquisition or Disposition of assets permitted by this Indenture (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as reasonably determined by such person in good faith.

“Hedging Agreement” means any agreement entered into with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any of the Subsidiaries shall be a Hedging Agreement.

“Holder” means a person in whose name a Note is registered on the Registrar’s books.

“Immaterial Subsidiary” means any Subsidiary of the Issuer that does not have (i) revenue, determined on a consolidated basis with its Subsidiaries, as of the last day of the most recently ended Test Period as of such date, in excess of 1% of the aggregate revenue of the Issuer and its Subsidiaries, on a consolidated basis, for such period or (ii) total assets, determined on a consolidated basis with its Subsidiaries, at any time, in excess of 1% of the Consolidated Total Assets; provided that (x) the aggregate amount of revenue of all Subsidiaries constituting Immaterial Subsidiaries, as of the last day of the most recently ended Test Period, shall not exceed 5% of the aggregate revenue of the Issuer and its Subsidiaries, on a consolidated basis, for such period and (y) the total assets of all Subsidiaries constituting Immaterial Subsidiaries shall not at any time exceed 5% of the Consolidated Total Assets; provided, further, that (A) the Issuer may elect in its sole discretion to exclude from classification as an Immaterial Subsidiary any Subsidiary that would otherwise meet the definition thereof and (B) for the avoidance of doubt, the Issuer may at any time designate any Subsidiary that complies with the terms of this definition as an “Immaterial Subsidiary”. Notwithstanding anything to the contrary set forth in this definition, no Subsidiary shall be an Immaterial Subsidiary if such Subsidiary, directly or indirectly, owns any Core Asset or is a borrower or guarantor under any Indebtedness for borrowed money (other than Specified Indebtedness) (it being understood and agreed that any such Subsidiary, if applicable, may otherwise be deemed an Excluded Subsidiary in accordance with the definition thereof). Each Immaterial Subsidiary as of the Issue Date shall be set forth in Schedule 1.01(C).

“Indebtedness” of any person means, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed

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as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), (e) all Capitalized Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined in respect of outstanding Hedging Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in clauses (a) to (h) above and (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); provided that Indebtedness shall not include (A) trade and other ordinary-course payables, accrued expenses, and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, (D) earn-out obligations (to the extent permitted hereunder) until such obligations become a liability on the balance sheet of such person in accordance with GAAP, (E) obligations in respect of Third Party Funds incurred in the ordinary course of business, (F) in the case of the Issuer and its Subsidiaries, intercompany liabilities in connection with the cash management, tax and accounting operations of the Issuer and the Subsidiaries, in each case, in the ordinary course of business and consistent with past practice, (G) completion guarantees or (H) any Permitted Warrant Transaction. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits the liability of such person in respect thereof.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Intellectual Property” has the meaning assigned to such term in the Collateral Agreement.

“Intercreditor Agreements” means the First-Lien/Second-Lien Intercreditor Agreement, the Pari Passu Intercreditor Agreement, and any Additional Intercreditor Agreement, collectively.

“Interest Payment Date” means, with respect to a Note, each June 15 and December 15 of each year, commencing on December 15, 2025 (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest Payment Date.

“Investment” means (i) the purchase or acquisition (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) of any Equity Interests, evidences of Indebtedness or other securities of any other person, (ii) the making of any loans or advances to or Guarantees of the Indebtedness of any other person (other than in respect of intercompany liabilities incurred in connection with the cash management, tax and accounting operations of the Issuer and the Subsidiaries) or (iii) the purchase or acquisition, in one transaction or a series of related transactions, of (x) all or substantially all of the property and assets or business of another person or (y) assets constituting a business unit, line of business or division of such person.

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If the Issuer or any Subsidiary sells or otherwise Disposes of any Equity Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or Disposition, such person is no longer a Subsidiary, the Issuer will be deemed to have made an Investment on the date of any such sale or Disposition equal to the fair market value of the Issuer’s Investments in such Subsidiary that were not sold or Disposed of. The acquisition by the Issuer or any Subsidiary of a person that holds an Investment in a third person will be deemed to be an Investment by the Issuer or such Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means September 29, 2025.

“Issuer” means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and assigns.

“Issuer Order” means a written request or order signed on behalf of the Issuer by one (1) of its Officers and delivered to the Trustee.

“Junior Financing” means (i) any Indebtedness for borrowed money that is subordinated in right of payment to the Note Obligations (other than intercompany Indebtedness) or (ii) any Indebtedness for borrowed money that is either unsecured or secured by Liens on the Collateral that are junior to the Liens on the Collateral securing the Note Obligations. Notwithstanding the foregoing, in no event shall any Indebtedness incurred pursuant to Section 3.12(B)(xii) constitute Junior Financing.

“Last Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share of Common Stock (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share of Common Stock or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share of Common Stock) on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from each of at least three (3) nationally recognized independent investment banking firms selected by the Issuer. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

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“Limited Condition Transaction” means any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests, Indebtedness or otherwise) the consummation of which is not conditioned on the availability of, or on obtaining, third party financing.

“Majority Holders” means, at any applicable time and subject to Section 2.16 and Section 2.18, Holders owning more than 50.0% of the aggregate principal amount of the Notes then outstanding.

“Make-Whole Event” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after clause (E) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition) (an event referred to in this clause (A), a “Make-Whole Fundamental Change”); or (B) the sending of a Redemption Notice pursuant to Section 4.03(G) in respect of a Redemption; provided, however, that the sending of a Redemption Notice for a Redemption of less than all of the outstanding Notes will constitute a Make-Whole Event only with respect to the Notes called (or deemed to be called pursuant to Section 4.03(K)) for Redemption pursuant to such Redemption Notice and not with respect to any other Notes.

“Make-Whole Event Conversion Period” has the following meaning:

(A) in the case of a Make-Whole Event pursuant to clause (A) of the definition thereof, the period from, and including, the Make-Whole Event Effective Date of such Make-Whole Event to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Event Effective Date (or, if such Make-Whole Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); and

(B) in the case of a Make-Whole Event pursuant to clause (B) of the definition thereof, the period from, and including, the Redemption Notice Date for the related Redemption to, and including, the second (2nd) Business Day immediately before the related Redemption Date;

provided, however, that if the Conversion Date for the conversion of a Note that has been called (or deemed, pursuant to Section 4.03(K), to be called) for Redemption occurs during the Make- Whole Event Conversion Period for both a Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition of “Make-Whole Event” and a Make-Whole Event resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary in Section 5.07, solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely during the Make-Whole Event Conversion Period for the Make-Whole Event with the earlier Make-Whole Event Effective Date; and (y) the Make-Whole Event with the later Make-Whole Event Effective Date will be deemed not to have occurred.

“Make-Whole Event Effective Date” means (A) with respect to a Make-Whole Event pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Event occurs or becomes effective; and (B) with respect to a Make-Whole Event pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

“Make-Whole Fundamental Change” has the meaning set forth in the definition of Make-Whole Event.

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“Margin Stock” has the meaning assigned to such term in Regulation U of the Board of Governors of the Federal Reserve System of the United States of America from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“Material Adverse Effect” means (a) a material adverse effect on the business, property, operations, assets, liabilities (actual or contingent), operating results or financial condition of the Issuer and its Subsidiaries, taken as a whole, excluding in any event the effect of filing the Chapter 11 Cases, the events and conditions leading up to and customarily resulting from the commencement and continuation of the Chapter 11 Cases, the effects thereof and any action required to be taken under the Chapter 11 Cases or the Bankruptcy Plan themselves, (b) a material adverse effect on the ability of the Issuer and the Subsidiary Guarantors (taken as a whole) to fully and timely perform any of their payment obligations under any Note Document to which the Issuer or any of the Subsidiary Guarantors is a party or (c) a material adverse effect on the validity or enforceability of any of the Note Documents or the rights and remedies of the Trustee, the Collateral Agent or the Holders thereunder.

“Material IP” means any intellectual property (including any trade secrets) of the Issuer or any Subsidiary (and excluding commercial off the shelf products) that is material to any Product Family of the Issuer and its Subsidiaries; provided that Material IP does not include (i) the intellectual property subject to the Specified IP Disposition or (ii) any other expiring intellectual property that the Issuer determines is no longer material to the Issuer or any of its Subsidiaries (as determined in good faith by the Issuer).

“Material Real Property” means any parcel or parcels of Real Property now or hereafter owned in fee by the Issuer or any Subsidiary Guarantor and having a fair market value (on a per-property basis) of at least $5,000,000, as reasonably determined by the Issuer in good faith on the Issue Date (or, if acquired after the Issue Date, the date of acquisition); provided that “Material Real Property” shall not include (i) any Real Property in respect of which the Issuer or a Subsidiary Guarantor does not own the land in fee simple or (ii) any Real Property which the Issuer or a Subsidiary Guarantor leases to a third party.

“Maturity Date” means June 15, 2031.

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc., and any successor to the ratings business thereof.

“Mortgaged Properties” means each Material Real Property encumbered by a Mortgage pursuant to Section 3.21.

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“Mortgages” means, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents (including amendments to any of the foregoing) delivered with respect to Mortgaged Properties, each, (i) in the case of Material Real Property located in the United States, in a form customary for financing transactions similar to this Indenture and reasonably satisfactory to the Issuer or (ii) in the case of Material Real Property located outside of the United States in such form as is customary for the applicable jurisdiction and reasonably satisfactory to the Issuer, in each case, as amended, supplemented or otherwise modified from time to time.

“MVF” means the Mohawk Valley Fab facility and campus in Marcy, New York.

“MVF Assets” means (i) any assets of the Issuer or its Subsidiaries located at, or used in, as of the Issue Date, MVF and (ii) any additional assets located at, or used in, MVF from and after the Issue Date (it being understood and agreed that such assets in clauses (i) and (ii) shall at all times constitute “MVF Assets” even if subsequently removed from, or no longer used in, MVF).

“Net Income” means, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP.

“Net Proceeds” means 100% of the cash proceeds actually received by the Issuer or any Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any Disposition of, or Casualty Event with respect to, (x) any Core Asset (other than any Disposition under clause (A) of the definition of “Asset Dispositions”), (y) any Non-Core Assets pursuant to clause (G) of the definition of “Asset Dispositions” or (z) any assets or property pursuant to clause (B)(i) of the definition of “Asset Dispositions”, in each case, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations that are secured by the applicable asset or property (including without limitation principal amount, premium or penalty, if any, interest and other amounts) (other than pursuant to the Note Documents), other expenses and brokerage, consultant and other fees actually incurred in connection therewith, (ii) [reserved], (iii) Taxes paid or reasonably estimated to be payable as a result thereof (provided, that if the amount of any such estimated Taxes exceeds the amount of Taxes actually required to be paid in respect of such Disposition or Casualty Event, the aggregate amount of such excess shall constitute Net Proceeds at the time such Taxes are actually paid) and (iv) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (iii) above) (A) related to any of the applicable assets and (B) retained by the Issuer or any of the Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided, that, with respect to any Net Proceeds arising from any Casualty Event with respect to any Core Assets, if no Default or Event of Default exists and the Issuer intends to use such proceeds within 12 months of such receipt to acquire assets that reasonably replace or remediate the property

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or assets subject to such Casualty Event to a similar level of such property or assets as prior to such Casualty Event, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used (it being understood that if any portion of such proceeds are not so used within such 12 month period, such remaining portion shall constitute Net Proceeds as of the date of such expiry without giving effect to this proviso).

“Non-Core Assets” means any assets owned by the Issuer or any Subsidiary that do not constitute Core Assets.

“Note Agent” means any Registrar, Paying Agent or Conversion Agent.

“Note Documents” means (i) this Indenture, (ii) the Notes, (iii) the Security Documents, (iv) any Intercreditor Agreement and (v) all other fee letters, documents, certificates, instruments or agreements executed and delivered by or on behalf of a Note Party for the benefit of the Collateral Agent, the Trustee, the Holders or any other person in connection herewith.

“Note Obligations” means (a) the due and punctual payment by the Issuer of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes issued by the Issuer under this Indenture, when and as due, whether at maturity, by acceleration, upon one or more dates set for redemption or otherwise and (ii) all other monetary obligations of the Issuer owed under or pursuant to this Indenture and each other Note Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Note Party under or pursuant to each of the Note Documents.

“Note Parties” means, collectively, the Issuer and each Subsidiary Guarantor and each of them is an “Note Party”.

“Notes” means (i) the Initial Notes and (ii) following the issuance of any Additional Notes pursuant to the terms of this Indenture, such Additional Notes, treated as a single class. For the avoidance of doubt, Initial Notes and Additional Notes shall vote together on all matters as one class, and except as where expressly provided otherwise, shall be deemed to constitute a single class or series for all purposes under this Indenture.

“Observation Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date for such Note occurs on or before the thirty fifth (35th) Scheduled Trading Day immediately before the Maturity Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the date the Issuer has sent a Redemption Notice calling all or any Notes for Redemption pursuant to Section 4.03(G) and before the related Redemption Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty first (31st) Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such Conversion Date occurs after the thirty fifth (35th) Scheduled Trading Day immediately before the Maturity Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty first (31st) Scheduled Trading Day immediately before the Maturity Date.

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“Officer” means the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Group Treasurer, any Treasury Director, the Controller, the Secretary or any Vice-President of the Issuer.

“Officer’s Certificate” means a certificate that is signed on behalf of the Issuer by one (1) of its Officers and that meets the requirements of Section 13.03.

“Open of Business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Issuer or any of its Subsidiaries) reasonably acceptable to the Trustee, and, when applicable, the Collateral Agent, that meets the requirements of Section 13.03, subject to customary qualifications and exclusions.

“Parallel Debt Creditor” means the Collateral Agent in its capacity as creditor of the Parallel Debt.

“Pari Passu Intercreditor Agreement” means the intercreditor agreement, dated on or about the Issue Date, made between, among others, the Issuer, the Subsidiary Guarantors, the Trustee, the Second Lien Renesas Notes Trustee, the Second Lien Takeback Notes Trustee, the Collateral Agent, the Second Lien Renesas Notes Collateral Agent, the Second Lien Takeback Notes Collateral Agent and the other parties named therein, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on the Issuer’s common stock purchased by the Issuer in connection with the issuance of any Convertible Notes; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Issuer from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Issuer from the sale of such Convertible Notes issued in connection with the Permitted Bond Hedge Transaction.

“Permitted Disqualified Stock” means Preferred Stock of the Issuer that constitutes Disqualified Stock solely due to clause (c) of the definition thereof; provided that (i) such Preferred Stock has been broadly marketed to potential investors and (ii) such Preferred Stock does not provide for scheduled payments of dividends in cash in an amount in excess of 10.00% per annum (with variable interest rates converted to fixed rates based on implied forward interest rate curve for purposes of such determination).

“Permitted First Lien PIK Interest Cap” means an amount equal to the sum of (a) on or prior to June 22, 2026, 4.00% per annum and thereafter, 0.00% per annum plus (b) 300 basis points per annum.

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“Permitted Investments” shall mean:

(A) any Investment in a Person if, as a result of such Investment, (i) such Person becomes a Note Party, or (ii) such Person (other than the Issuer except as permitted under Section 6.01) either (a) is merged, consolidated or amalgamated with or into a Note Party and a Note Party is the surviving Person, or (b) transfers or conveys substantially all of its assets to, or is liquidated into, a Note Party;

(B) (i) Investments by the Issuer or any Subsidiary in the Equity Interests of the Issuer or any Subsidiary; (ii) intercompany loans from the Issuer or any Subsidiary to the Issuer or any Subsidiary; and (iii) Guarantees by the Issuer or any Subsidiary of Indebtedness or other obligations permitted pursuant to Section 3.12 (except to the extent such Guarantee is expressly subject to Section 3.15); provided that (x) the aggregate amount of Investments made pursuant to this clause (B) by Note Parties in Subsidiaries that are not Note Parties and Guarantees made pursuant to this clause (B) by any Note Party of Indebtedness or other obligations of any Subsidiary that is not a Note Party in any fiscal year shall not exceed the greater of (x) $12,500,000 and (y) 6.25% of EBITDA for the Test Period then most recently ended and (y) any Investment by any Note Party in any Subsidiary in the form of cash or Cash Equivalents shall only be permitted to the extent such Investment was made in reliance on the foregoing clause (x) of this proviso;

(C) any Investments in Cash Equivalents;

(D) Investments arising out of the receipt by the Issuer or any Subsidiary of non-cash consideration for the Disposition of assets permitted under Section 3.16 (other than clause (C) of the definition of “Asset Disposition”);

(E) loans and advances to officers, directors, employees or consultants of the Issuer or any Subsidiary (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the greater of (x) $6,000,000 and (y) 3.0% of EBITDA for the Test Period then most recently ended, (ii) in respect of payroll payments and expenses in the ordinary course of business and consistent with past practice or industry practice and (iii) in connection with such person’s purchase of Equity Interests of the Issuer solely to the extent that the amount of such loans and advances shall be contributed to the Issuer in cash as common equity;

(F) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and consistent with past practice or industry practices and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business;

(G) Hedging Agreements entered into for non-speculative purposes in the ordinary course of business;

(H) Investments existing on, or contractually committed as of, or contemplated as of, the Issue Date and set forth on Schedule 1.01(D) and any extensions, renewals, replacements or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (H) is not increased at any time above the amount of such Investment existing, committed or contemplated on the Issue Date;

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(I) Investments resulting from pledges and deposits under clauses (F), (G), (N), (O), (R), (S), (U), (AA), (BB), (EE) and (LL) of the definition of “Permitted Liens”;

(J) Investments in the ordinary course of business and consistent with past practice by Note Parties into Subsidiaries that are not Note Parties on a transfer pricing basis to fund expenses of such Subsidiaries;

(K) [Reserved];

(L) any Permitted Bond Hedge Transaction or Permitted Warrant Transaction, to the extent constituting Investments;

(M) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business and consistent with past practice or industry practices or Investments acquired by the Issuer or a Subsidiary as a result of a foreclosure by the Issuer or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(N) Investments of a Subsidiary acquired after the Issue Date or of a person merged into the Issuer or merged into or consolidated with a Subsidiary after the Issue Date, in each case, to the extent that such Investments of the acquired Subsidiary were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(O) other Investments in an aggregate amount at any one time outstanding not to exceed the greater of (x) $62,500,000 and (y) 31.25% of EBITDA for the Test Period then most recently ended; provided that no Investments may be made pursuant to this clause (O) in any non-Wholly Owned Subsidiary, unless such Investment constitutes the acquisition of additional Equity Interests in such non-Wholly Owned Subsidiary;

(P) Guarantees by the Issuer or any Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by the Issuer or any Subsidiary in the ordinary course of business and consistent with past practice or industry practices;

(Q) Investments to the extent that payment for such Investments is made with (or that are received in exchange for) Equity Interests of the Issuer or the cash proceeds of Equity Interests of the Issuer;

(R) [Reserved];

(S) Investments consisting of Restricted Payments permitted under Section 3.15 (and without duplication of any baskets thereunder);

(T) Investments in the ordinary course of business and consistent with past practice or industry practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

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(U) [Reserved];

(V) [Reserved];

(W) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or such Subsidiary; and

(X) to the extent constituting Investments, (i) purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or non-exclusive licenses or leases of Intellectual Property in each case in the ordinary course of business and consistent with past practice and not constituting all or substantially all of the assets of another person and (ii) development and expansion Capital Expenditures (which shall exclude, for the avoidance of doubt, any acquisition of Equity Interests of any person).

“Permitted Liens” means:

(A) Liens on property or assets of the Issuer and the Subsidiaries existing on the Issue Date and set forth on Schedule 1.01(E) and any modifications, replacements, renewals or extensions thereof; provided that such Liens shall secure only those obligations that they secure on the Issue Date (and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 3.12(B)(i)) and shall not subsequently apply to any other property or assets of the Issuer or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof;

(B) any Lien created under the Note Documents or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage filed in connection with the Note Documents;

(C) [Reserved];

(D) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in good faith or with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect;

(E) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 60 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Issuer or any Subsidiary shall have set aside on its books reserves in accordance with GAAP or with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect;

(F) (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations, (ii) Liens pursuant to Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or Section 7d of the German Social Law Act No. 4 (Sozialgesetzbuch IV) and (iii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Issuer or any Subsidiary;

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(G) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, completion guarantees, bids, leases, subleases, licenses and sublicenses, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(H) zoning and other land use restrictions, easements, survey exceptions, servitudes, trackage rights, leases (other than Capitalized Lease Obligations), subleases, licenses, special assessments, rights-of-way, reservations of rights, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property or liens incidental to the conduct of the business of such Person or to the ownership of its Real Property, servicing agreements, development agreements, site plan agreements and other similar non-monetary encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Issuer or any Subsidiary;

(I) Liens securing Indebtedness incurred under Section 3.12(B)(ix); provided that such Liens (i) only apply to assets permitted under Section 3.12(B)(ix) and (ii) do not apply to any property or assets of the Issuer or any Subsidiary other than (A) the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness, (B) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (C) proceeds and products thereof; provided, further, that individual financings provided by one lender (and its Affiliates) may be cross-collateralized to other financings provided by such lender (and its Affiliates);

(J) (i) first-priority Liens on the Siler City Assets securing DOE Financing permitted under Section 3.12(B)(xii)(x) and (ii) first-priority Liens on the Siler City Assets representing a federal interest and security interest in favor of the United States Department of Commerce, the CHIPS Program Office or any other Governmental Authority of the United States securing obligations permitted under Section 3.12(B)(xii)(y), so long as, in each case, the Note Obligations are secured on a third-priority basis on such assets and such Indebtedness or other obligations is subject to an Intercreditor Agreement (for the avoidance of doubt the parties agree that if first-priority Liens on the Siler City Assets were granted pursuant to either of the foregoing clauses, the Lien securing the First-Priority Obligations would be permitted to be secured on a second-priority basis as it relates to the Siler City Assets);

(K) Liens securing judgments that do not constitute an Event of Default under Section 7.01(A)(x);

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(L) Liens disclosed by the title insurance policies delivered on or subsequent to the Issue Date and pursuant to the Collateral and Guarantee Requirement, Section 3.21 or Section 3.22 and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Indenture;

(M) any interest or title of a lessor or sublessor, licensor or sublicensor under any leases or subleases, licenses or sublicenses entered into by the Issuer or any Subsidiary in the ordinary course of business;

(N) Liens in the ordinary course of business and consistent with past practice that are contractual rights of set-off and/or pledges of cash collateral (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of the Issuer or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business and consistent with past practice, including with respect to credit card charge-backs and similar obligations, (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Issuer or any Subsidiary or (iv) relating to any other Cash Management Agreement permitted by this Indenture;

(O) Liens incurred in the ordinary course of business and consistent with past practice or industry practice (i) arising solely by virtue of any statutory or common law provision or customary standard terms relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith;

(P) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar obligations permitted under Section 3.12(B)(vi) or (xv) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bankers’ acceptances or similar obligations and the proceeds and products thereof;

(Q) leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary course of business and consistent with past practice or industry practices;

(R) Liens in favor of customs and revenue authorities arising as a matter of applicable law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and consistent with past practice or industry practice;

(S) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Issuer or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted to be made hereunder;

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(T) Liens with respect to property or assets of any Subsidiary that is not a Note Party securing obligations of a Subsidiary that is not a Note Party permitted under Section 3.12;

(U) Liens on any amounts held by a trustee or agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions to the extent the relevant Indebtedness is permitted to be incurred and discharged, redeemed or defeased, as applicable, hereunder;

(V) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(W) (i) Liens on Collateral securing Indebtedness incurred under Section 3.12(B)(xviii) (other than Indebtedness in connection with any Designated Sale and Lease-Back Transaction); provided that such Liens under this clause (i) shall be subject to an Intercreditor Agreement; and (ii) Liens securing Indebtedness in connection with any Designated Sale and Lease-Back Transaction; provided that such Liens are under this clause (ii) limited to the assets or property that is the subject of such Designated Sale and Lease-Back Transaction;

(X) Liens on Collateral securing Indebtedness incurred under Section 3.12(B)(xix); provided that such Liens shall be pari passu to the Liens securing the Note Obligations or junior to the Liens securing the Note Obligations and in each case shall be subject to the Intercreditor Agreements;

(Y) Liens arising from precautionary Uniform Commercial Code financing statements (and similar instruments under the laws of any other jurisdiction) regarding operating leases or other obligations not constituting Indebtedness;

(Z) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (C) of the definition thereof;

(AA) Liens on cash or Cash Equivalents securing letters of credit permitted by Section 3.12(B)(xv) or (xvi); provided that such cash and Cash Equivalents do not exceed 105% of the stated face amount of such letters of credit secured thereby;

(BB) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;

(CC) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;

(DD) [Reserved];

(EE) Liens on deposits securing Hedging Agreements entered into for non-speculative purposes in an aggregate outstanding principal amount not more than the greater of (x) $240,000,000 and (y) 120.0% of EBITDA for the Test Period then most recently ended;

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(FF) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Issuer or any Subsidiary in the ordinary course of business and consistent with past practice or industry practices; provided that such Lien secures only the obligations of the Issuer or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 3.12;

(GG) [Reserved];

(HH) Liens securing Guarantees permitted to be secured by Section 3.12(B)(xiii); provided that any such Liens on any Collateral shall be pari passu with or expressly junior to the Liens securing the Note Obligations and such Liens shall be subject to the Intercreditor Agreements;

(II) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(JJ) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the Issuer or any of the Subsidiaries in the ordinary course of business;

(KK) customary payment in lieu of tax arrangements and other similar structures customary in the applicable jurisdiction in which assets or properties are located;

(LL) other Liens with respect to property or assets of the Issuer or any Subsidiary securing obligations in an aggregate outstanding principal amount that, immediately after giving effect to the incurrence of the obligations secured by such Liens, would not exceed the greater of (x) $30,000,000 and (y) 15.0% of EBITDA for the Test Period then most recently ended; provided that any such Liens on any Collateral shall be pari passu with or expressly junior to the Liens securing the Note Obligations and shall be subject to an Intercreditor Agreement;

(MM) Liens pursuant to Section 1136 (alone or in conjunction with 1192(1)) of the German Civil Code (Bürgerliches Gesetzbuch); and

(NN) Liens required to be granted under mandatory law in favor of creditors as a consequence of a merger or conversion permitted under the Indenture due to §§ 22, 204 German Transformation Act (Umwandlungsgesetz—UmwG).

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance” or “Refinancing”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal amount of such Permitted Refinancing Indebtedness does not exceed the sum of (i) the principal amount of the Indebtedness so Refinanced, plus (ii) unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs and fees, commissions and expenses) (any amounts under the subclause (ii), the “Incremental Refinancing Amounts”), (b) the final maturity date of such Permitted Refinancing Indebtedness is after the final maturity date of the Indebtedness being Refinanced and the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness (excluding customary amortization) is greater than or equal to the Weighted Average Life to Maturity of the Indebtedness being Refinanced, (c) if the Indebtedness being Refinanced is subordinated in right of payment and/or in lien priority to the

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Note Obligations under this Indenture, such Permitted Refinancing Indebtedness shall be subordinated in right of payment and/or in lien priority, as applicable, to such Note Obligations on terms not materially less favorable to the Holders as those contained in the documentation governing the Indebtedness being Refinanced (it being understood that secured Indebtedness may be Refinanced with unsecured Indebtedness), (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been) obligated with respect to the Indebtedness being so Refinanced as of the Issue Date (provided that any Note Party may be an obligor for the Permitted Refinancing Indebtedness of any other Note Party to the extent otherwise permitted under this Indenture), (e)(i) no Permitted Refinancing Indebtedness may be secured by any Indebtedness if the Indebtedness being Refinanced is unsecured Indebtedness as of the Issue Date, (ii) no Permitted Refinancing Indebtedness may be secured by any collateral that did not secure the Indebtedness being Refinanced as of the Issue Date and (iii) no Permitted Refinancing Indebtedness may have a higher payment or Lien priority than the Indebtedness being Refinanced, (f) the other terms of such Permitted Refinancing Indebtedness (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms) are substantially similar to, or not more restrictive to the Issuer and its Subsidiaries than, the terms applicable to the Notes (except for (1) covenants or other provisions applicable only to periods after the Maturity Date or (2) those that are otherwise reasonably acceptable to the Issuer (or, if more restrictive, the Note Documents are amended, prior to or concurrently with such Refinancing, to contain such more restrictive terms to the extent required to satisfy the foregoing standard)); provided, however, this clause (f) shall not apply to any First-Priority Obligations (or any Permitted Refinancing Indebtedness thereof) and (g) at the time of such Refinancing, no Default or Event of Default shall have occurred or be continuing. Subject to the foregoing conditions, Permitted Refinancing Indebtedness may also be incurred in respect of any Indebtedness that constitutes Discharged Indebtedness. For the avoidance of doubt, the outstanding principal amount of any Permitted Refinancing Indebtedness that directly or indirectly Refinances (including any previous refinancings) Indebtedness incurred under a fixed dollar basket shall be deemed to utilize capacity under such original fixed dollar basket (other than with respect to Incremental Refinancing Amounts).

“Permitted Second Lien PIK Cushion” means 300 basis points per annum.

“Permitted Second Lien PIK Interest Cap” means (i) with respect to Indebtedness incurred under Section 3.12(B)(xix)(b), an amount equal to the sum of (a) 12.00% per annum plus (b) the Permitted Second Lien PIK Cushion and (ii) with respect to any Indebtedness incurred under Section 3.12(B)(ii) and Section 3.12(B)(xix)(A), the Permitted Second Lien PIK Cushion.

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Issuer’s common stock sold by the Issuer substantially concurrently with any purchase by the Issuer of a related Permitted Bond Hedge Transaction.

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Indenture.

“Physical Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Issuer and authenticated by the Trustee.

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“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“Product Family” means (a) each product family (as referred to in the Issuer’s most recent Form 10-K or Form 10-Q filings prior to the Issue Date or in any of the Issuer’s Form 10-K or Form 10-Q filings after the Issue Date) and (b) shall also include (i) within the “materials” product family, each of (x) the bare wafers and (y) the epitaxial wafers, lines of business and (ii) within the “power devices” product family, each of (w) dies, (x) the Schottky diodes, (y) the metal oxide semiconductor field effect transistors (MOSFETs) and (z) the power modules, lines of business.

“Qualified Equity Interests” means any Equity Interest other than Disqualified Stock.

“Qualified Successor Entity” means, with respect to a Business Combination Event, a corporation; provided, however, that a limited liability company, limited partnership or other similar entity shall also constitute a Qualified Successor Entity with respect to such Business Combination Event if either (a) such Business Combination Event is an Exempted Fundamental Change; or (b) both of the following conditions are satisfied: (i) either (x) such limited liability company, limited partnership or other similar entity, as applicable, is treated as a corporation or is a direct or indirect, wholly owned subsidiary of, and disregarded as an entity separate from, a corporation, in each case for U.S. federal income tax purposes; or (y) the Issuer has received an opinion of a nationally recognized tax counsel to the effect that such Business Combination Event will not be treated as an exchange under Section 1001 of the Code, for Holders or beneficial owners of the Notes; and (ii) such Business Combination Event constitutes a Common Stock Change Event whose Reference Property consists solely of any combination of cash in U.S. dollars and shares of common stock or other corporate common equity interests of an entity that is (x) treated as a corporation for U.S. federal income tax purposes, (y) organized under the laws of the United States, any State thereof or the District of Columbia, and (z) the direct or indirect parent of the limited liability company, limited partnership or similar entity.

“Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Note Party, whether by lease, license, or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof.

“Redemption Date” means the date fixed, pursuant to Section 4.03(E), for the settlement of the redemption of any Notes by the Issuer pursuant to a Redemption.

“Redemption Notice Date” means the date on which the Issuer sends the Redemption Notice for a Redemption pursuant to Section 4.03(G).

“Redemption Price” means the cash price determined and payable by the Issuer to redeem any Note upon its Redemption, calculated pursuant to Section 4.03(F).

“Refinance” has the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative thereto.

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“Regular Record Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs on June 15, the immediately preceding June 1; (B) if such Interest Payment Date occurs on December 15, the immediately preceding December 1; and (C) if such Interest Payment Date occurs on the Maturity Date, the date falling 15 calendar days prior to the Maturity Date.

“Renesas” means Renesas Electronics Corporation and its wholly-owned subsidiaries.

“Renesas Warrants” means those certain warrants to purchase shares of Common Stock issued to Renesas Electronics America Inc. by the Issuer on the Issue Date.

“Repurchase Upon Fundamental Change” means the repurchase of any Note by the Issuer pursuant to Section 4.02.

“Requirement of Law” means, as to any person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject.

“Responsible Officer” means (A) any officer within the corporate trust department of the Trustee (or any successor group of the Trustee); and (B) with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject, in each case, who shall have direct responsibility for the administration of this Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Note Legend” means a legend substantially in the form set forth in Exhibit B-1.

“Restricted Share Legend” means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“S&P” means S&P Global Ratings, and any successor to the ratings business thereof.

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “Scheduled Trading Day” means a Business Day.

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“SEC” means the U.S. Securities and Exchange Commission.

“Second Lien Renesas Notes” means $203,599,000 aggregate principal amount of 2.5% Convertible Second Lien Senior Secured Notes due 2031 issued by the Issuer pursuant to the Second Lien Renesas Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the Second Lien Renesas Notes Indenture, as may be further amended and supplemented from time to time.

“Second Lien Renesas Notes Collateral Agent” means U.S. Bank Trust Company, National Association, as the collateral agent for the Second Lien Renesas Notes, and/or any successor collateral agent, additional collateral agent and/or any other supplemental collateral agent appointed pursuant to the terms of Second Lien Renesas Notes Indenture.

“Second Lien Renesas Notes Indenture” means an indenture, dated as of the Issue Date, among the Issuer, the Subsidiary Guarantors party thereto from time to time, the Second Lien Renesas Notes Collateral Agent and the Second Lien Renesas Notes Trustee, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Second Lien Renesas Notes Trustee” means U.S. Bank Trust Company, National Association, as trustee for Second Lien Renesas Notes or its successors or assignees appointed pursuant to the terms of Second Lien Renesas Notes Indenture.

“Second Lien Takeback Notes” means $296,401,000 aggregate principal amount of 7.00%/12.00% Second Lien Senior Secured Notes due 2031 issued by the Issuer pursuant to the Second Lien Takeback Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the Second Lien Takeback Notes Indenture, as may be further amended and supplemented from time to time.

“Second Lien Takeback Notes Collateral Agent” means U.S. Bank Trust Company, National Association, as the collateral agent for the Second Lien Takeback Notes, and/or any successor collateral agent, additional collateral agent and/or any other supplemental collateral agent appointed pursuant to the terms of Second Lien Takeback Notes Indenture.

“Second Lien Takeback Notes Indenture” means an indenture, dated as of the Issue Date, among the Issuer, the Subsidiary Guarantors party thereto from time to time, the Second Lien Takeback Notes Collateral Agent and the Second Lien Takeback Notes Trustee, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Second Lien Takeback Notes Trustee” means U.S. Bank Trust Company, National Association, as trustee for Second Lien Takeback Notes or its successors or assignees appointed pursuant to the terms of Second Lien Takeback Notes Indenture.

“Second-Priority Obligations” shall have the meaning set forth in the First-Lien/Second-Lien Intercreditor Agreement.

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“Secured Parties” means, collectively, the Trustee, the Collateral Agent (including as the Parallel Debt Creditor), each Holder and each Subagent appointed pursuant to Section 11.02 by the Trustee with respect to matters relating to the Note Documents or by the Collateral Agent (including as the Parallel Debt Creditor) with respect to matters relating to any Security Document.

“Securities Account” has the meaning assigned to such term in the Uniform Commercial Code.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Security” means any Note or Conversion Share.

“Security Documents” means the Mortgages, the Collateral Agreement, each foreign collateral agreement, each Notice of Grant of Security Interest in Intellectual Property (as defined in the Collateral Agreement), each Account Control Agreement and each of the security agreements, pledge agreements and other instruments and documents executed and delivered at any time pursuant to any of the foregoing or pursuant to Section 3.21.

“Settlement Method” means Cash Settlement, Physical Settlement or Combination Settlement.

“Significant Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person; provided, however, that, if a Subsidiary meets the criteria of clause (1)(iii), but not clause (1)(i) or (1)(ii), of the definition of “significant subsidiary” in Rule 1-02(w) (or, if applicable, the respective successor clauses to the aforementioned clauses), then such Subsidiary will be deemed not to be a Significant Subsidiary unless such Subsidiary’s income from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for the last completed fiscal year before the date of determination exceeds $20,000,000.

“Siler City Assets” means (i) any tangible personal or real property of the Issuer or its Subsidiaries located at, or used in, as of the Issue Date, the Siler City Facility and (ii) any tangible personal or real property purchased after the Issue Date and located at, or used in, the Siler City Facility from and after the Issue Date which did not fall into any other definition under this Indenture prior to such movement or use; provided that, for the avoidance of doubt, Siler City Assets shall not include any intangible assets or property of the Issuer or its Subsidiaries.

“Siler City Facility” means the materials facility and campus in Siler City, North Carolina.

“Special Interest” means all amounts, if any, payable pursuant to Section 7.03, as applicable.

“Specified Dollar Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash amount per $1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional share of Common Stock).

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“Specified Indebtedness” means Indebtedness incurred pursuant to, Section 3.12(B)(ix), Section 3.12(B)(xii) and/or Section 3.12(B)(xxix) or that is secured by a Lien incurred pursuant to paragraph (LL) of the definition of Permitted Liens.

“Specified IP Disposition” means the Disposition (whether in a single transaction or multiple transactions) of the assets and property described in item 1 of Schedule 1.01(B).

“Stated Interest” means 2.5% per annum, payable solely in cash.

“Stated Maturity” means, (1) with respect to any Indebtedness, the date specified in such debt security as the fixed date on which the final installment of principal of such Indebtedness is due and payable as set forth in the documentation governing such Indebtedness and (2) with respect to any scheduled installment of principal of or interest on any Indebtedness, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise or (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of the Issuer.

“Subsidiary Guarantee” means the joint and several guarantee pursuant to Article 12 by a Subsidiary Guarantor of its Guaranteed Obligations.

“Subsidiary Guarantor” means (a) each Subsidiary of the Issuer that is not an Excluded Subsidiary and (b) any other Subsidiary of the Issuer that may be designated by the Issuer (by way of delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit C, duly executed by such Subsidiary) in its sole discretion from time to time to be a guarantor in respect of the Guaranteed Obligations, whereupon such Subsidiary shall be obligated to comply with the other requirements of Section 3.21(A)(iv) as if it were newly acquired.

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“Supermajority Holders” means, at any applicable time and subject to Section 2.16 and Section 2.18, Holders owning more than 66 2/3% of the aggregate principal amount of the Notes then outstanding.

“Taxes” means any and all present or future federal, state, local and non-U.S. taxes, duties, levies, imposts, charge assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

“Termination Date” means the date on which the principal of and interest on each Note, all Note Obligations, all fees and all other expenses or amounts payable under any Note Document shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not then due).

“Test Period” means, on any date of determination, the period of four consecutive fiscal quarters of the Issuer then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 3.03; provided that prior to the first date financial statements have been delivered pursuant to Section 3.03, the Test Period in effect shall be the four fiscal quarter period ended June 30, 2025.

“Third Party Funds” means any accounts or funds, or any portion thereof, received by the Issuer or any of its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon the Issuer or one or more of its Subsidiaries to collect and remit those funds to such third parties.

“Trading Day” means any day on which (A) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded; and (B) there is no Market Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.

“Transactions” means, collectively, the transactions to occur pursuant to the Note Documents, including (a) the execution, delivery and performance of the Note Documents, the creation of the Liens pursuant to the Security Documents, and the issuance of the Notes hereunder and (b) the payment of all fees and expenses to be paid and owing in connection with the foregoing.

“Transfer-Restricted Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer- Restricted Security upon the earliest to occur of the following events:

(A) such Security is sold or otherwise transferred to a Person (other than the Issuer or an Affiliate of the Issuer) pursuant to a registration statement that was effective under the Securities Act at the time of such sale or transfer;

(B) such Security is sold or otherwise transferred to a Person (other than the Issuer or an Affiliate of the Issuer) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144); and

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(C) such Security is eligible for resale, by a Person that is not an Affiliate of the Issuer and that has not been an Affiliate of the Issuer during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner of sale, availability of current public information or notice.

The Trustee is under no obligation to determine whether any Security is a Transfer- Restricted Security and may conclusively rely on an Officer’s Certificate with respect thereto.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.

“Trustee” means the Person named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of this Indenture and, thereafter, means such successor.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“VWAP Market Disruption Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day” means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

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“Wholly Owned Subsidiary” of any person means a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person. Unless the context otherwise requires, “Wholly Owned Subsidiary” means a Subsidiary of the Issuer that is a Wholly Owned Subsidiary of the Issuer.

Section 1.02. OTHER DEFINITIONS.

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Section 1.03. RULES OF CONSTRUCTION.

For purposes of this Indenture:

(A) “or” is not exclusive and “includes”, “include” and “including” shall be deemed to be followed by the phrase “without limitation”;

(B) except as otherwise expressly provided herein, any reference in this Indenture or any other Note Document or other agreement or document shall mean such agreement as amended, supplemented or otherwise modified from time to time.

(C) “will” expresses a command;

(D) the “average” of a set of numerical values refers to the arithmetic average of such numerical values;

(E) a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;

(F) words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(G) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture, unless the context requires otherwise;

(H) references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;

(I) the exhibits, schedules and other attachments to this Indenture are deemed to form part of this Indenture;

(J) notwithstanding anything to the contrary in this Indenture, solely for purposes of determining whether any notice, direction, action to be taken or consent to be given under this Indenture or the other Note Documents is authorized, provided or given (as the case may be) by Holders of a sufficient aggregate principal amount of Notes, a beneficial owner of an interest in a Note shall be treated as a Holder, and the Trustee shall be permitted to rely in good faith on customary certificates of such beneficial ownership as evidence of holdings of Notes, which may be in the form of “screenshots” or other reasonable or customary electronic or other evidence of such beneficial owner’s position (and shall not require the provision of DTC proxies, medallion-stamped guarantees or other similar evidence) in connection with any determination with respect to the Holders of Notes giving any notice, direction, action to be taken or consent;

(K) the term “interest,” when used with respect to a Note, includes any Default Interest and Special Interest, unless the context requires otherwise;

(L) except as otherwise expressly provided herein, any reference herein to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time; and

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(M) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, applied on a consistent basis with that used in preparing the audited financial statements for the fiscal year ended 2025, as in effect on the Issue Date. Notwithstanding the foregoing, for purposes of determining compliance with any covenant contained herein, Indebtedness of the Issuer and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

Section 1.04. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Trust Indenture Act to be part of and govern this Indenture, the Trust Indenture Act provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the Trust Indenture Act provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. The following Trust Indenture Act terms used in this Indenture have the following meanings:

(A) “Commission” means the SEC;

(B) “default” means Event of Default;

(C) “indenture securities” means the Notes;

(D) “indenture security holder” means a Holder;

(E) “indenture to be qualified” means this Indenture;

(F) “indenture trustee” or “institutional trustee” means the Trustee; and

(G) “obligor” on the indenture securities means each Note Party and any successor obligor upon the Securities.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act and not otherwise defined herein are used herein as so defined.

Section 1.05. LIMITED CONDITION TRANSACTIONS.

When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction, any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments), and determining compliance with Defaults and Events of Default, in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including,

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without limitation, as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice or similar event) (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments) on a pro forma basis, the Issuer or any of its Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes under the indenture (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or otherwise incurred at the LCT Test Date or at any time thereafter); provided that compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction or any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments).

For the avoidance of doubt, if the Issuer has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA or Consolidated Total Assets of the Issuer or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

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Article 2. THE NOTES

Section 2.01. FORM, DATING AND DENOMINATIONS.

The Initial Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A. Any Additional Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear each legend, if any, required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will be dated as of the date of its authentication.

Except to the extent otherwise provided in an Issuer Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of one or more Global Notes. Physical Notes may be exchanged for Global Notes, and Global Notes may be exchanged for Physical Notes, only as provided in Section 2.10.

The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations.

Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note.

The terms contained in the Notes constitute part of this Indenture, and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.

Section 2.02. EXECUTION, AUTHENTICATION AND DELIVERY.

(A) Due Execution by the Issuer. At least one (1) duly authorized Officer will sign the Notes on behalf of the Issuer by manual, electronically (including “.pdf” or DocuSign or other electronic signature platform) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Issuer.

(B) Authentication by the Trustee and Delivery.

(i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.

(ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Issuer delivers such Note to the Trustee; (2) such Note is executed by the Issuer in accordance with Section 2.02(A); and (3) the Issuer delivers a Issuer Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Issuer Order also requests the Trustee to deliver such Physical Note to any Holder, then the Trustee will promptly electronically deliver such Note in accordance with such Issuer Order.

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(iii) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Issuer as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Section 2.03. INITIAL NOTES AND ADDITIONAL NOTES

(A) Initial Notes. On the Issue Date, there will be originally issued (i) $331,375,000 aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

(B) At any time and from time to time after the execution and delivery of this Indenture and only so long as permitted by the terms of this Indenture, the Issuer may deliver additional notes (the “Additional Notes”) executed by the Issuer to the Trustee for authentication, together with a written order of the Issuer in the form of an Officer’s Certificate for the authentication and delivery of such Additional Notes, and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Additional Notes. The Additional Notes shall have the same terms and conditions as the Initial Notes issued pursuant to Section 2.03(A) (including the benefit of the Subsidiary Guarantees and the Collateral) in all respects except for the issue date, the issue price, the date of the first payment of interest, and, if applicable, restrictions on transfer in respect of such Additional Notes, and upon issuance, the Additional Notes shall be consolidated with and form a single class with the previously outstanding Notes and vote together as one class on all matters with respect to the Notes; provided that if the Additional Notes and any Notes that are resold after such Notes have been purchased or otherwise acquired by the Issuer or its Subsidiaries are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will be assigned a separate CUSIP and ISIN number or no CUSIP number.

Section 2.04. METHOD OF PAYMENT.

(A) Global Notes. The Issuer will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, cash, interest on, and any cash Conversion Consideration for, any Global Note to the Depositary by wire transfer of immediately available funds no later than the time the same is due as provided in this Indenture.

(B) Physical Notes. The Issuer will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, cash, interest on, and any cash Conversion Consideration for, any Physical Note no later than the time the same is due as provided in this Indenture by wire transfer of immediately available funds to an account of the Holder, as specified by the Holder.

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Section 2.05. ACCRUAL OF INTEREST; DEFAULTED AMOUNTS; WHEN PAYMENT DATE IS NOT A BUSINESS DAY.

(A) Accrual of Interest. Each Note will accrue interest at a rate per annum equal to the Stated Interest, plus any Special Interest that may accrue pursuant to Section 7.03. Stated Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(F) and 5.02(D) (but without duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the close of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable, Special Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(B) Defaulted Amounts. If the Issuer fails to pay any cash amount (a “Defaulted Amount”) payable on a Note on or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to the extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal to the rate per annum at which Stated Interest accrues, from, and including, such due date to, but excluding, the date of payment of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest will be paid as provided either in clause (i) or clause (ii) below, at the Issuer’s election.

(i) Payment of Default Amounts on a Special Payment Date. The Issuer will have the right to pay such Defaulted Amount and Default Interest on a payment date selected by the Issuer to the Holder of such Note as of the close of Business on a special record date selected by the Issuer; provided that such special record date must be no more than fifteen (15), nor less than ten (10), calendar days before such payment date; and at least fifteen (15) calendar days before such special record date, the Issuer will send notice to the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and Default Interest to be paid on such payment date.

(ii) Payment of Default Amount in Any Other Lawful Manner. If not paid in accordance with Section 2.05(B)(i), such Defaulted Amount and Default Interest will be paid by the Issuer in any other lawful manner.

Notwithstanding anything to the contrary in this Section 2.05(B)(i), a Default in the payment or delivery of any Conversion Consideration when due will be cured upon the payment or delivery of the same (together, if applicable in the case of any cash Conversion Consideration, with Default Interest thereon) to the Person to whom such Conversion Consideration is payable or deliverable (determined in accordance with Article 5).

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(C) Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on a Note as provided in this Indenture is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on the immediately following Business Day with the same force and effect as if such payment were made on such due date (and, for the avoidance of doubt, no interest will accrue on such payment as a result of the related delay). Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business Day.”

(D) Special Provision for Global Notes. If the first date on which any Special Interest begins to accrue on a Global Note is on or after the fifth (5th) Business Day before a Regular Record Date and before the next Interest Payment Date, then, notwithstanding anything to the contrary in this Indenture or the Notes, the amount thereof accruing in respect of the period from, and including, such first date to, but excluding, such Interest Payment Date will not be payable on such Interest Payment Date but will instead be deemed to accrue (without duplication) entirely on such Interest Payment Date (and, for the avoidance of doubt, no interest will accrue as a result of the related delay).

Section 2.06. REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

(A) Generally. The Issuer will maintain (i) an office or agency in the continental United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental United States where Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency in the continental United States where Notes may be presented for conversion (the “Conversion Agent”). If the Issuer fails to maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such. For the avoidance of doubt, the Issuer or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent.

(B) Duties of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses of the Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of Notes. Absent manifest error, the entries in the Register will be conclusive and the Issuer and the Trustee may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted into written form reasonably promptly.

(C) Co-Agents; Issuer’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Issuer may appoint one or more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying Agent or Conversion Agent, as applicable, under this Indenture. Subject to Section 2.06(A), the Issuer may change any Registrar, Paying Agent or Conversion Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice to any Holder. The Issuer will notify the Trustee (and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to this Indenture and will enter into an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions of this Indenture that relate to such Note Agent.

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(D) Initial Appointments. The Issuer appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

Section 2.07. PAYING AGENT AND CONVERSION AGENT TO HOLD PROPERTY IN TRUST.

The Issuer will require each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes; and (B) notify the Trustee of any default by the Issuer in making any such payment or delivery. The Issuer, at any time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as applicable, all money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Issuer or any of its Subsidiaries) will have no further liability for such money or property. If the Issuer or any of its Subsidiaries acts as Paying Agent or Conversion Agent, then (i) it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all money and other property held by it as Paying Agent or Conversion Agent and (ii) references in this Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property so segregated and held separately, or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence of any event pursuant to Section 7.01(A)(x) or Section 7.01(A)(xi) with respect to the Issuer (or with respect to any Subsidiary of the Issuer acting as Paying Agent or Conversion Agent), the Trustee will serve as the Paying Agent or Conversion Agent, as applicable, for the Notes.

Section 2.08. HOLDER LISTS.

(A) If the Trustee is not the Registrar, the Issuer and any other obligor of the Notes will furnish to the Trustee, no later than seven (7) Business Days before each Interest Payment Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably require, of the names and addresses of the Holders, and shall otherwise comply with Section 312(a) of the Trust Indenture Act.

(B) The Trustee shall preserve in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders (i) contained in the most recent list furnished to it as provided in Section 2.08(A) and (ii) received by it in the capacity of Paying Agent (if so acting), and shall otherwise comply with Section 312(a) of the Trust Indenture Act.

(C) The Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or any or all series of the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act.

(D) Each and every Holder, by receiving the Notes and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of the Holders in accordance with the provisions of this Section 2.08.

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Section 2.09. LEGENDS.

(A) Global Note Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with this Indenture, required by the Depositary for such Global Note).

(B) [Reserved].

(C) Restricted Note Legend. Subject to Section 2.12,

(i) solely to the extent that any Note is issued in one or more transactions that result in such Note constituting a “restricted security” (as defined in Rule 144), each such Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and

(ii) if a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other Note being referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Sections 2.10(B), 2.10(C), 2.11 or 2.13, then such Note will bear the Restricted Note Legend if such old Note bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as applicable; provided, however, that such Note need not bear the Restricted Note Legend if such Note does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion Date, as applicable.

(D) Other Legends. A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable law or by any securities exchange or automated quotation system on which such Note is traded or quoted.

(E) Acknowledgment and Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required by this Section 2.09 will constitute such Holder’s acknowledgment of, and agreement to comply with, the restrictions set forth in such legend.

(F) Restricted Share Legend.

(i) Each Conversion Share will bear the Restricted Share Legend if the Note upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear the Restricted Share Legend if the Issuer determines, in its reasonable discretion, that such Conversion Share need not bear the Restricted Share Legend.

(ii) Notwithstanding anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Share Legend if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto so long as the Issuer takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems in good faith appropriate to enforce the transfer restrictions referred to in the Restricted Share Legend.

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Section 2.10. TRANSFERS AND EXCHANGES; CERTAIN TRANSFER RESTRICTIONS.

(A) Provisions Applicable to All Transfers and Exchanges.

(i) Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.

(ii) Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation of the Issuer, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof, as applicable.

(iii) The Issuer, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of Notes, but the Issuer, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any transfer.

(iv) Notwithstanding anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination.

(v) The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed under this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates or other documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance as to form with the requirements of this Indenture.

(vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09.

(vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Issuer will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

(viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

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(B) Transfers and Exchanges of Global Notes.

(i) Subject to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:

(1) (x) the Depositary notifies the Issuer or the Trustee that the Depositary is unwilling or unable to continue as depositary for such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case, the Issuer fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;

(2) an Event of Default has occurred and is continuing and the Issuer, the Trustee or the Registrar has received a written request from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial interest, as applicable, for one or more Physical Notes; or

(3) the Issuer, in its sole discretion, permits the exchange of any beneficial interest in such Global Note for one or more Physical Notes at the request of the owner of such beneficial interest.

(ii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):

(1) the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having a principal amount of zero, the Issuer may (but is not required to) instruct the Trustee to cancel such Global Note pursuant to Section 2.15);

(2) if required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such other Global Note;

(3) if required to effect such transfer or exchange, then the Issuer will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section 2.09; and

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(4) if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical Notes, then the Issuer will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Global Note to be so exchanged; (y) are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09.

(iii) Each transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.

(C) Transfers and Exchanges of Physical Notes.

(i) Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest in one or more Global Notes; provided, however, that, to effect any such transfer or exchange, such Holder must:

(1) surrender such Physical Note to be transferred or exchanged to the office of the Registrar, together with any endorsements or transfer instruments reasonably required by the Issuer, the Trustee or the Registrar; and

(2) deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D).

(ii) Upon the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder (or any portion of such old Physical Note in an Authorized Denomination):

(1) such old Physical Note will be promptly cancelled pursuant to Section 2.15;

(2) if such old Physical Note is to be so transferred or exchanged only in part, then the Issuer will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (a) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not to be so transferred or exchanged; (b) are registered in the name of such Holder and (c) bear each legend, if any, required by Section 2.09;

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(3) in the case of a transfer:

(a) to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global Note(s) bear each legend, if any, required by Section 2.09; provided, however, that if such transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by Section 2.09 then exist, because any such increase will result in any Global Note having an aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the Issuer will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; and (y) bear each legend, if any, required by Section 2.09; and

(b) to a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Physical Notes, the Issuer will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02 one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section 2.09; and

(4) in the case of an exchange, the Issuer will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (a) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so exchanged; (b) are registered in the name of the Person to whom such old Physical Note was registered; and (c) bear each legend, if any, required by Section 2.09.

(D) Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:

(i) cause such Note to be identified by an “unrestricted” CUSIP number;

(ii) remove such Restricted Note Legend; or

(iii) register the transfer of such Note to the name of another Person,

then the Issuer, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Issuer, the Trustee and the Registrar such certificates or other documentation or evidence as the Issuer, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws.

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(E) Transfers of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this Indenture or the Notes, the Issuer, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i) has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F), except to the extent that any portion of such Note is not subject to such notice or the Issuer fails to pay the applicable Fundamental Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that any portion of such Note is not subject to Redemption or the Issuer fails to pay the applicable Redemption Price when due.

Section 2.11. EXCHANGE AND CANCELLATION OF NOTES TO BE CONVERTED OR TO BE REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE OR REDEMPTION.

(A) Partial Conversions of Physical Notes and Partial Repurchases of Physical Notes Pursuant to a Repurchase Upon Fundamental Change or Redemption. If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note is surrendered for such conversion or repurchase, as applicable, the Issuer will cause such Physical Note to be exchanged, pursuant and subject to Section 2.10(C), for one or more Physical Notes that are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted or repurchased, as applicable, and deliver such Physical Note(s) to such Holder; and a Physical Note having a principal amount equal to the principal amount to be so converted or repurchased, as applicable, which Physical Note will be converted or repurchased, as applicable, pursuant to the terms of this Indenture; provided, however, that the Physical Note referred to in this clause (ii) need not be issued at any time after which such principal amount subject to such conversion or repurchase, as applicable, is deemed to cease to be outstanding pursuant to Section 2.18.

Section 2.12. REMOVAL OF TRANSFER RESTRICTIONS.

Without limiting the generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend affixed to any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed therefrom upon the Issuer’s delivery to the Trustee of notice, signed on behalf of the Issuer by one (1) of its Officers, to such effect (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion of Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note). If such Note bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in the facilities of such Depositary, then (i) the Issuer will effect such exchange or procedure as soon as reasonably practicable; and (ii) for purposes of Section 3.04, such Global Note will not be deemed to be identified by “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.

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Section 2.13. REPLACEMENT NOTES.

If a Holder of any Note claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Issuer will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the Trustee of such mutilated Note, or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee and the Issuer. In the case of a lost, destroyed or wrongfully taken Note, the Issuer and the Trustee may require the Holder thereof to provide such security or indemnity that is reasonably satisfactory to the Issuer and the Trustee to protect the Issuer and the Trustee from any loss that any of them may suffer if such Note is replaced.

Every replacement Note issued pursuant to this Section 2.13 will be an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and ratably with all other Notes issued under this Indenture.

Section 2.14. REGISTERED HOLDERS; CERTAIN RIGHTS WITH RESPECT TO GLOBAL NOTES.

Only the Holder of a Note will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee, or by the Trustee as its custodian, and the Issuer, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided, however, that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled to take with respect to such Global Note under this Indenture or the Notes; and (B) the Issuer and the Trustee, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.

Section 2.15. CANCELLATION.

The Issuer may at any time deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment or conversion. The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures. Without limiting the generality of Section 2.03(B), the Issuer may not originally issue new Notes to replace Notes that it has paid or that have been cancelled upon transfer, exchange, payment or conversion.

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Section 2.16. NOTES HELD BY THE ISSUER OR ITS AFFILIATES.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer and its Affiliates shall be disregarded and deemed not to be outstanding; except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee actually knows are so owned shall be so disregarded. Notwithstanding anything in this Indenture to the contrary, no Person shall be deemed to be an Affiliate, or to be under common control of any other Person with the Issuer or any Subsidiary Guarantor, solely as a result of such Person and/or such other Person being a “beneficial owner” of more than 10% of the voting power Issuer’s outstanding Common Stock, unless such Person and/or such other Person (as determined in good faith by the Board of Directors of the Issuer) has the power, directly or indirectly, to direct or cause the direction of the management and policies of the Issuer, whether through the ownership of Common Stock of the Issuer, by contract, or otherwise. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

Section 2.17. TEMPORARY NOTES.

Until definitive Notes are ready for delivery, the Issuer may issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. The Issuer will promptly prepare, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, definitive Notes in exchange for temporary Notes. Until so exchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.18. OUTSTANDING NOTES.

(A) Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly executed and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee for cancellation in accordance with Section 2.15; (ii) assigned a principal amount of zero by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid in full (including upon conversion) in accordance with this Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject to, clause (B), (C) or (D) of this Section 2.18. Subject to Section 2.16, the Notes do not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds such Notes.

(B) Replaced Notes. If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding at the time of its replacement, unless the Trustee and the Issuer receive proof reasonably satisfactory to them that such Note is held by a “protected purchaser” under applicable law.

(C) Maturing Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate interest, in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding, except to the extent provided in Sections 4.02(D), 4.03(F) or 5.02(D); and (ii) the rights of the Holders of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each case as provided in this Indenture.

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(D) Notes to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding, except to the extent provided in Section 5.02(D) or Section 5.08.

(E) Cessation of Accrual of Interest. Except as provided in Sections 4.02(D), 4.03(F) or 5.02(D), interest will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18, to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.

Section 2.19. REPURCHASES BY THE ISSUER.

Without limiting the generality of Section 2.15, the Issuer may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders. The Issuer may, to the extent permitted by applicable law, and directly or indirectly (regardless of whether such Notes are surrendered to the Issuer), repurchase Notes in the open market or otherwise, whether by the Issuer or the Issuer’s Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including cash-settled swaps or other derivatives, in each case, without prior notice to, or consent of, the Holders. The Issuer will promptly surrender to the Trustee for cancellation any Notes that the Issuer may repurchase. Any Notes that the Issuer may repurchase will be considered “outstanding” under this Indenture (except as provided in Section 2.16) unless and until such time the Issuer causes them to be surrendered to the Trustee for cancellation, and, upon receipt of a written order from the Issuer, the Trustee will cancel all Notes so surrendered.

Section 2.20. ▇▇▇▇▇ AND ISIN NUMBERS.

Subject to Section 2.12, the Issuer may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Issuer and the Trustee will use such CUSIP or ISIN number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation as to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in, or omission of, any such CUSIP or ISIN number. The Issuer will promptly notify the Trustee, in writing, of any change in the CUSIP or ISIN number(s) identifying any Notes.

Section 2.21. TAX TREATMENT.

The Issuer agrees, and each Holder of a Note agrees, and each beneficial owner of an interest in a Global Note by its acquisition of such interest is deemed to agree, for U.S. federal income tax purposes to treat the Notes as indebtedness that does not constitute a contingent payment debt instrument within the meaning of Treasury Regulation Section 1.1275-4. The Issuer and each Holder or beneficial owner of an interest in a Global Note shall file all tax returns consistent with, and take no position inconsistent with, the foregoing treatment (whether in audits, tax returns or otherwise) unless required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

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Article 3. COVENANTS

Section 3.01. CONTINGENT CONSIDERATION.

Notwithstanding any other provisions hereof, the transactions set forth in the “Contingent Consideration Term Sheet” (as defined in the Bankruptcy Plan) and contemplated in the Bankruptcy Plan or “Definitive Documents” (as defined in the Bankruptcy Plan) shall be expressly permitted under this Indenture, and no Default or Event of Default shall occur in connection with the implementation of such transactions.

Section 3.02. PAYMENT ON NOTES.

(A) Generally. The Issuer will pay or cause to be paid in cash all the principal of, the Fundamental Change Repurchase Price and Redemption Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture and in the Notes.

(B) Deposit of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Issuer will deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash amount due on the applicable Notes on such date. All the funds provided to the Paying Agent must be in U.S. dollars. The Paying Agent will return to the Issuer, as soon as practicable, any money not required for such purpose.

Section 3.03. EXCHANGE ACT REPORTS.

(A) Generally. The Issuer shall file with the Trustee, within 15 days after the same are required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of any documents or reports that the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to, or with respect to which the Issuer is actively seeking, confidential treatment and any correspondence with the SEC). Any such document or report that the Issuer files with the SEC via the SEC’s ▇▇▇▇▇ system shall be deemed to be filed with the Trustee for purposes of this Section 3.03(A) at the time such documents are filed via the ▇▇▇▇▇ system.

(B) Trustee’s Disclaimer. The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of the reports and documents described in Section 3.03(A) to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

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Section 3.04. RULE 144A INFORMATION.

At any time the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A.

Section 3.05. [RESERVED].

Section 3.06. [RESERVED].

Section 3.07. COMPLIANCE AND DEFAULT CERTIFICATES.

(A) Annual Compliance Certificate. Within one hundred twenty (120) days after the end of the fiscal year of 2026 and each fiscal year of the Issuer thereafter, the Issuer will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Note Parties during such fiscal year with a view towards determining whether any Default or Event of Default has occurred and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action any Note Party is taking or proposes to take with respect thereto).

(B) Default Certificate. If a Default or Event of Default occurs, then the Issuer will, within thirty (30) days after its occurrence, deliver an Officer’s Certificate to the Trustee describing the same and what action the Issuer or any Note Party is taking or proposes to take with respect thereto; provided, however, that such notice will not be required if such Default or Event of Default has been cured or waived before the date the Issuer is required to deliver such notice.

Section 3.08. STAY, EXTENSION AND USURY LAWS.

To the extent that it may lawfully do so, each of the Note Parties: (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of this Indenture; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by this Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 3.09. CORPORATE EXISTENCE.

Subject to Article 6, each Note Party will cause to preserve and keep in full force and effect: (A) its corporate existence in accordance with the organizational or constitutional documents of such Note Party; and (B) the material rights (charter and statutory), licenses and franchises of each Note Party and their respective Subsidiaries; provided, however, that each Note Party (other than the Issuer except in accordance with Section 6.01) need not preserve or keep in full force and effect any such existence, right, license or franchise if the Board of Directors determines that (i) the preservation thereof is no longer desirable in the conduct of the business of the Note Parties, taken as a whole; and (ii) the loss thereof is not, individually or in the aggregate, materially adverse to the Holders.

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Section 3.10. [RESERVED].

Section 3.11. FURTHER INSTRUMENTS AND ACTS.

At the Trustee’s request, each Note Party will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to more effectively carry out the purposes of this Indenture.

Section 3.12. INDEBTEDNESS.

(A) The Issuer will not, and will not permit any of the Subsidiaries to, incur, create, assume or permit to exist any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of preferred stock, in each case on or after the Issue Date; provided, however, the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue Disqualified Stock and any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness) or issue preferred stock, in each case, if the Consolidated Net Leverage Ratio, tested on a pro forma basis after giving effect to the incurrence of such additional Indebtedness or issuance of such Disqualified Stock or preferred stock, would have been no greater than (i) 4.00:1.00 if such incurrence or issuance occurs during the fiscal years ending June 30, 2026 and June 30, 2027, (ii) 3.75:1.00 if such incurrence or issuance occurs during the fiscal year ending June 30, 2028, (iii) 3.50:1.00 if such incurrence or issuance occurs during the fiscal year ending June 30, 2029 and (iv) 3.25:1.00 thereafter.

(B) The provisions of Section 3.12(A) will not prohibit the Issuer or its Subsidiaries from incurring the following:

(i) Indebtedness existing or committed (including, for the avoidance of doubt, paid-in-kind interest payable on such Indebtedness) on the Issue Date and set forth on Schedule 3.12(B) on the Issue Date and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (other than intercompany Indebtedness Refinanced with Indebtedness owed to a person not affiliated with the Issuer or any Subsidiary);

(ii) (a) Indebtedness represented by the Notes issued pursuant to this Indenture on the Issue Date in an amount not to exceed (x) $331,375,000 plus (y) any paid-in-kind interest in an amount not to exceed the Permitted Second Lien PIK Interest Cap applicable thereto minus (z) the principal amount of any Notes converted, prepaid, repaid, redeemed or otherwise repurchased after the Issue Date and (b) (x) any Permitted Refinancing Indebtedness thereof (including, for the avoidance of doubt, any Permitted Refinancing Indebtedness incurred to refinance Indebtedness incurred pursuant to this sub-clause (b)) plus (y) any paid-in-kind interest in an amount not to exceed the Permitted Second Lien PIK Interest Cap minus (z) the principal amount of any Indebtedness incurred under clause (b) hereof converted, prepaid, repaid, redeemed or otherwise repurchased after the date of incurrence thereof;

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(iii) Indebtedness of the Issuer or any Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes;

(iv) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Issuer or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business and consistent with past practice or industry practices;

(v) Indebtedness of the Issuer to any Subsidiary and of any Subsidiary to the Issuer or any other Subsidiary; provided that (a) any such Indebtedness of a Subsidiary that is not a Note Party owing to a Note Party is permitted by Section 3.15 and (b) any such Indebtedness of a Note Party owing to a Subsidiary that is not a Note Party is permitted by Section 3.15 and is subordinated to the Note Obligations pursuant to the terms of the Note Documents;

(vi) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business and consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and consistent with past practice or industry practices;

(vii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or other cash management services, in each case incurred in the ordinary course of business and consistent with past practice or industry practices;

(viii) [Reserved];

(ix) Capitalized Lease Obligations, mortgage financings and other Indebtedness incurred by the Issuer or any Subsidiary prior to or within 30 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or personal) permitted under this Indenture in order to finance such acquisition, lease, construction, repair, replacement or improvement, in an aggregate principal amount that immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 3.12(B)(ix), would not exceed the greater of (x) $60,000,000 and (y) 30.0% of EBITDA for the Test Period then most recently ended at any time;

(x) solely to the extent the Issuer has received at least $300,000,000 of Gross Cash Proceeds from the issuance or sale of the Issuer’s Qualified Equity Interests after the Issue Date, Indebtedness in respect of Permitted Disqualified Stock;

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(xi) other unsecured Indebtedness of the Issuer or any Subsidiary Guarantor in an aggregate principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 3.12(B)(xi), would not exceed the sum of (a) the aggregate principal amount of Convertible Notes that have been issued pursuant to this Section 3.12(B)(xi), have not been reclassified and are converted pursuant to their terms into Qualified Equity Interests after the Issue Date (provided that, for the avoidance of doubt, the proceeds from the conversion of the Notes and/or the Second Lien Renesas Notes, the exercise of any Renesas Warrants or any refinancing of any of the foregoing shall not be included), and solely to the extent such proceeds have not otherwise been applied to make any Restricted Payments pursuant to Section 3.15 or any Permitted Investment plus (b) the amount of Contribution Debt; provided that (I) any Indebtedness incurred pursuant to this Section 3.12(B)(xi) shall have a maturity date no earlier than the Maturity Date and shall not permit or require scheduled cash interest payments in excess of 10.00% per annum (with variable interest rates converted to fixed rates based on implied forward interest rate curve for purposes of such determination) and (II) the aggregate principal amount of Indebtedness outstanding under this Section 3.12(B)(xi) may not exceed the greater of (x) $550,000,000 and (y) 275.0% of EBITDA for the Test Period then most recently ended at any time;

(xii) Indebtedness and other obligations secured by the Siler City Assets in an outstanding amount not to exceed at any time (1) $750,000,000 of obligations in respect of any DOE Financing, plus (2) $750,000,000 of obligations to the United States Department of Commerce, the CHIPS Program Office or any other Governmental Authority of the United States, in each case under this Section 3.12(B)(xii)(2), in respect of award disbursements received pursuant to governmental grants under the CHIPS Act;

(xiii) Guarantees by the Issuer or any DOE Parent Entity of any DOE Financing;

(xiv) [Reserved];

(xv) Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business;

(xvi) Indebtedness in respect of cash collateralized letters of credit in an aggregate face amount not to exceed the greater of (x) $60,000,000 and (y) 30.0% of EBITDA for the Test Period then most recently ended at any one time;

(xvii) Indebtedness arising from agreements of the Issuer or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with any Investments or the disposition of any business, assets or a Subsidiary expressly permitted by this Indenture;

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(xviii) (a) Indebtedness under Credit Facilities secured by a first-priority Lien, or resulting from any Designated Sale and Lease-Back Transaction; provided, that immediately after giving effect to the incurrence of any such Indebtedness, the then outstanding aggregate principal amount of all Indebtedness under this Section 3.12(B)(xviii) does not exceed (x) $1,385,131,138 plus (y) any paid-in-kind interest in an amount not to exceed the Permitted First Lien PIK Interest Cap minus (z) the sum of (I) the principal amount of any Indebtedness under clause (a) hereof prepaid, repaid, redeemed or otherwise repurchased after the Issue Date mandatorily pursuant to the terms thereof (other than a mandatory prepayment, repayment, redemption or repurchase with the proceeds of a Designated Sale and Lease-Back Transaction only to the extent that the lease payment obligations arising therefrom constitute Capitalized Lease Obligations) and (II) without duplication of any amount included in sub-clause (z)(I) above, the principal amount of any Indebtedness under clause (a) or (b) hereof prepaid, repaid, redeemed or otherwise repurchased after the Issue Date (for the avoidance of doubt, including any voluntary prepayment, repayment, redemption or repurchase) with the proceeds of any Designated Sale and Lease-Back Transaction that does not otherwise constitute Indebtedness and (b) (x) any Permitted Refinancing Indebtedness thereof (including, for the avoidance of doubt, any Permitted Refinancing Indebtedness incurred to refinance Indebtedness incurred pursuant to this clause (b)) plus (y) any paid-in-kind interest in an amount not to exceed the Permitted First Lien PIK Interest Cap minus (z) the principal amount of any Indebtedness under clause (b) hereof prepaid, repaid, redeemed or otherwise repurchased after the date of incurrence thereof mandatorily pursuant to the terms thereof (other than a mandatory prepayment, repayment, redemption or repurchase with the proceeds of a Designated Sale and Lease-Back Transaction only to the extent that the lease payment obligations arising therefrom constitute Capitalized Lease Obligations); provided, further, (A) Indebtedness incurred in reliance on this Section 3.12(B)(xviii) shall have no borrower, issuer or obligor in respect thereof that is not the Issuer or a Subsidiary Guarantor, (B) Indebtedness under Credit Facilities secured by a first-priority Lien incurred in reliance on this Section 3.12(B)(xviii) shall not be secured by any assets or property that are not Collateral, and (C) Indebtedness resulting from any Designated Sale and Lease-Back Transaction shall not be secured by any assets or property of the Issuer or any Subsidiary other than the assets or property that is the subject of such Designated Sale and Lease-Back Transaction, and (D) Indebtedness under Credit Facilities secured by a first-priority Lien incurred in reliance on Section 3.12(B)(xviii)(a)(x) after the Issue Date (excluding, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect of any Credit Facilities outstanding on the Issue Date incurred in reliance on Section 3.12(B)(xviii)(a)(x)) shall not have a stated interest rate (excluding default and similar interest) greater than 15.875% per annum;

(xix)

(a) (I) Indebtedness under the Second Lien Renesas Notes Indenture in respect of the Second Lien Renesas Notes issued on the Issue Date in an amount not to exceed (x) $203,599,000 plus (y) any paid-in-kind interest in an amount not to exceed the Permitted Second Lien PIK Interest Cap minus (z) the principal amount of any Indebtedness under sub-clause (a)(I) hereof converted, prepaid, repaid, redeemed or otherwise repurchased after the Issue Date and (II) (x) any Permitted Refinancing Indebtedness thereof (including, for the avoidance of doubt, any Permitted Refinancing Indebtedness incurred to refinance Indebtedness incurred pursuant to this sub-clause (a)(II)) plus (y) any paid-in-kind interest in an amount not to exceed the applicable Permitted Second Lien PIK Interest Cap minus (z) the principal amount of any Indebtedness under sub-clause (a)(II) hereof converted, prepaid, repaid, redeemed or otherwise repurchased after the date of incurrence thereof;

(b) (I) Indebtedness under the Second Lien Takeback Notes Indenture in respect of the Second Lien Takeback Notes issued on the Issue Date in an amount not to exceed (x) $296,401,000 plus (y) any paid-in-kind interest in an amount not to exceed the Permitted Second Lien PIK Interest Cap and (II) (x) any Permitted Refinancing Indebtedness thereof (including, for the avoidance of doubt, any Permitted Refinancing Indebtedness incurred to refinance Indebtedness incurred pursuant to this sub-clause (b)(II)) plus (y) any paid-in-kind interest in an amount not to exceed the Permitted Second Lien PIK Interest Cap; and

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(c) to the extent regulatory approvals have not been obtained on or prior to the Renesas Base Distribution Date (as defined in the Bankruptcy Plan), Indebtedness owed to Renesas in an aggregate principal amount not to exceed $15,000,000 plus any paid-in-kind interest paid thereon in an amount not to exceed the applicable Permitted Second Lien PIK Interest Cap, which may be in the form of incremental notes issued under the Second Lien Takeback Notes Indenture or another form of indenture reasonably acceptable to Renesas and any Permitted Refinancing Indebtedness thereof;

provided that (x) the Liens securing any Indebtedness incurred in reliance on this Section 3.12(B)(xix) shall not be senior to the Liens securing the Note Obligations (it being understand that Liens securing any Indebtedness incurred in reliance on this Section 3.12(B)(xix) may be pari passu with the Liens securing the Note Obligations or a lower priority to the Liens securing the Note Obligations, or such Indebtedness may not be secured by any Lien), (y) Indebtedness incurred in reliance on this Section 3.12(B)(xix) shall have no borrower, issuer or obligor in respect thereof that is not the Issuer or a Subsidiary Guarantor and (z) Indebtedness incurred in reliance on this Section 3.12(B)(xix) shall not be secured by any assets or property that are not Collateral;

(xx) [Reserved];

(xxi) Indebtedness incurred in the ordinary course of business in respect of obligations of the Issuer or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and consistent with past practice or industry practices and not in connection with the borrowing of money or any Hedging Agreements;

(xxii) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Issuer or any Subsidiary incurred in the ordinary course of business and consistent with past practice, without duplication of any amounts payable under Section 3.15;

(xxiii) [Reserved];

(xxiv) obligations in respect of Cash Management Agreements;

(xxv) Escrowed Indebtedness;

(xxvi) Indebtedness consisting of obligations of the Issuer or any Subsidiary under deferred compensation or other similar arrangements incurred by such person in connection with any Investment permitted hereunder;

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(xxvii) Guarantees of Indebtedness under customer financing lines of credit entered into in the ordinary course of business and consistent with past practice;

(xxviii) Indebtedness consisting of (i) financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business and consistent with past practice or industry practice; and

(xxix) other Indebtedness in an aggregate outstanding amount not in excess of the greater of (x) $30,000,000 and (y) 15.0% of EBITDA for the Test Period then most recently ended at any one time outstanding.

Except as specifically set forth in herein, no Indebtedness that is incurred pursuant to any clause of this Section 3.12(B) may be used to Refinance any Indebtedness that was incurred pursuant to, or outstanding under, any other clause of this Section 3.12(B) (other than Section 3.12(B)(i)); provided that (a) Indebtedness incurred pursuant to Section 3.12(B)(x) or (xi) may be used to Refinance Indebtedness incurred under any other clause of Section 3.12(B) and (b) no Indebtedness that is incurred pursuant to any clause of this Section 3.12 (other than Section 3.12(B)(xii) and Credit Facilities incurred under Section 3.12(B)(xviii)) may be secured by the Collateral on a senior basis to the Note Obligations.

(C) For purposes of determining compliance with this Section 3.12, if the use of proceeds from any incurrence or issuance of Indebtedness is to fund the repayment of any Indebtedness, then such repayment shall be deemed to have occurred substantially simultaneously with such incurrence or issuance so long as (1) such repayment occurs within one Business Day of such incurrence or issuance and (2) the proceeds thereof are deposited with a trustee, agent or other representative for such Indebtedness being repaid pending such repayment.

(D) For purposes of determining compliance with this Section 3.12, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Issue Date, on the Issue Date and, in the case of such Indebtedness incurred or assumed (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Issue Date, on the date that such Indebtedness was incurred or assumed (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided that if such Permitted Refinancing Indebtedness is incurred, assumed or committed to Refinance Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being Refinanced), and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the outstanding principal amount of such Indebtedness being Refinanced.

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(E) Further, for purposes of determining compliance with this Section 3.12, (i) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness (or any portion thereof) described in Sections 3.12(A) and 3.12(B)(i) through (xxix) but may be permitted in part under any combination thereof, (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in Sections 3.12(A) and Section 3.12(B)(i) through (xxix), the Issuer may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 3.12 and at the time of incurrence, assumption, classification or reclassification will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in any of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred, assumed or existing pursuant to only such clause or clauses (or any portion thereof). Notwithstanding the foregoing, (w) all Indebtedness outstanding under the First Lien Notes Indenture and in connection with any Designated Sale and Lease-Back Transaction shall at all times be deemed to have been incurred in reliance on Section 3.12(B)(xviii), (x) all Indebtedness outstanding under the Second Lien Renesas Notes Indenture shall at all times be deemed to have been incurred in reliance on Section 3.12(B)(xix)(a), (y) all Indebtedness outstanding under the Second Lien Takeback Notes Indenture shall at all times be deemed to have been incurred in reliance on Section 3.12(B)(xix)(b) and (z) all Indebtedness outstanding under this Indenture shall at all times be deemed to have been incurred in reliance on Section 3.12(B)(ii) and, in each case, may not be so reclassified or divided.

Section 3.13. LIENS.

(A) The Issuer will not, and will not permit any of the Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person) of the Issuer or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof on or after the Issue Date, except Permitted Liens.

(B) For purposes of determining compliance with this Section 3.13, (i) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of Permitted Liens (or any portion thereof) described in clauses (A) through (NN) of the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (ii) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens (or any portion thereof) described in clauses (A) through (NN) of the definition of “Permitted Liens”, the Issuer may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 3.13 and at the time of incurrence, classification or reclassification will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in any of the above clauses (or any portion thereof) and such Lien securing such item of Indebtedness (or any portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or any portion thereof) when calculating the amount of Liens or Indebtedness that may be incurred, classified or reclassified pursuant to any other clause (or any portion thereof) at such time. Notwithstanding the foregoing, (i) Liens securing any Indebtedness incurred under Section 3.12(B)(xviii) shall only be permitted in reliance on clause (W) of the definition of “Permitted Liens” and (ii) Liens securing any Indebtedness incurred under Section 3.12(B)(xix) shall only be permitted in reliance on clause (X) of the definition of “Permitted Liens”.

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Section 3.14. SALE AND LEASE-BACK TRANSACTIONS.

The Issuer will not, and will not permit any of the Subsidiaries to enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”), other than (i) any such transaction with respect to equipment or other personal property to the extent that any Indebtedness arising from such Sale and Lease-Back Transaction is permitted under Section 3.12(B)(ix), and (ii) a Designated Sale and Lease-Back Transaction.

Section 3.15. RESTRICTED PAYMENTS.

(A) The Issuer will not, and will not permit any of the Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of the Issuer’s or any of its Subsidiaries’ Equity Interests (including, without limitation, any such payment in connection with any merger or consolidation involving the Issuer or any of its Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Subsidiaries’ Equity Interests in their capacity as holders (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the Issuer’s or any of its Subsidiaries and other than dividends or distributions payable to the Issuer or a Subsidiary); or

(ii) redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) (including, without limitation, in connection with any merger or consolidation involving the Issuer) any of the Issuer’s Equity Interests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the person redeeming, purchasing, retiring or acquiring such shares);

(iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Junior Financing (excluding any intercompany Indebtedness between or among the Issuer and any of its Subsidiary Guarantors), except (a) a payment of principal upon the scheduled maturity of such Junior Financing or (b) the purchase, repurchase, redemption, defeasance or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition; or

(iv) make any Restricted Investment,

(all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as “Restricted Payments”).

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(B) The provisions of Section 3.15(A) will not prohibit:

(i) Restricted Payments to the Issuer or to any Wholly Owned Subsidiary of the Issuer (or, in the case of non-Wholly Owned Subsidiaries, to the Issuer or any Subsidiary of the Issuer that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests in such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Issuer or such Subsidiary) based on their relative ownership interests);

(ii) [Reserved];

(iii) Restricted Payments to purchase or redeem the Equity Interests of the Issuer (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of the Issuer or any of the Subsidiaries or by any Plan or any stockholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued; provided that the aggregate amount of such purchases or redemptions under this clause (iii) shall not exceed in any fiscal year the greater of (x) $6,000,000 and (y) 3.0% of EBITDA for the Test Period then most recently ended (plus (x) the amount of net proceeds contributed to the Issuer that were (a) received by the Issuer during such fiscal year from sales of Equity Interests of the Issuer to directors, consultants, officers or employees of the Issuer or any Subsidiary in connection with permitted employee compensation and incentive arrangements, (b) the amount of net proceeds of any key-man life insurance policies received during such calendar year and (c) the amount of any cash bonuses otherwise payable to present or former directors, consultants, officers or employees in such fiscal year that are foregone in return for the receipt of Equity Interests), which, if not used in any year, may be carried forward to any subsequent calendar year; provided, further, that cancellation of Indebtedness owing to the Issuer or any Subsidiary from present or former directors, consultants, officers and employees of the Issuer or its Subsidiaries in connection with a repurchase of Equity Interests of the Issuer will not be deemed to constitute a Restricted Payment for purposes of this Section 3.15;

(iv) non-cash repurchases of Equity Interests of the Issuer deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options;

(v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, Restricted Payments by the Issuer in the form of regularly scheduled dividends on Permitted Disqualified Stock (other than Permitted Disqualified Stock incurred pursuant to Section 3.12(B)(x));

(vi) Restricted Payments by the Issuer in the form of Equity Interests of the Issuer in connection with the redemption of any Convertible Notes or the exercise of any Renesas Warrants;

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(vii) Restricted Payments by the Issuer to pay in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants (including the Renesas Warrants) or upon the conversion or exchange of Equity Interests of the Issuer or upon the conversion of any Convertible Notes; provided that the aggregate amount of Restricted Payments made in reliance on this clause (vii) shall not exceed the greater of (x) $300,000 and (y) 0.15% of EBITDA for the Test Period then most recently ended;

(viii) (a) any Restricted Payment made in connection with the entry into, or otherwise pursuant to the terms of, a Permitted Bond Hedge Transaction and (b) any cash payment made in connection with the exercise or early termination of any Permitted Warrant Transaction;

(ix) any Restricted Payment so long as, on a pro forma basis after giving effect to such Restricted Payment, the Consolidated Net Leverage Ratio is less than (a) 4.00:1.00 for Restricted Payments made during the fiscal years ending June 30, 2026 and June 30, 2027, (b) 3.75:1.00 for Restricted Payments made during the fiscal year ending June 30, 2028, (c) 3.50:1.00 for Restricted Payments made during the fiscal year ending June 30, 2029, and (d) 3.25:1.00 thereafter;

(x) so long as no Default or Event of Default has occurred and is continuing, any Restricted Payments in an aggregate amount not to exceed the greater of (x) $20,000,000 and (y) 10.0% of EBITDA for the Test Period then most recently ended;

(xi) Restricted Payments in respect of any Junior Financing at a price not to exceed the principal amount thereof, plus accrued and unpaid interest and underwriting discounts, commissions and reasonable fees and expenses, with the proceeds of Permitted Refinancing Indebtedness expressly permitted under Section 3.12, solely to the extent such Permitted Refinancing Indebtedness has an interest rate and a cash component of any interest rate, in each case, equal to or less than the Junior Financing it Refinanced;

(xii) [Reserved];

(xiii) purchases of all or any portion of any Junior Financing at a price not to exceed the principal amount thereof, plus accrued and unpaid interest and reasonable fees and expenses thereon, with the proceeds of the substantially concurrent issuance or sale of Equity Interests of the Issuer; and

(xiv) the conversion or exchange of any Junior Financing to common Equity Interests of the Issuer; provided that, such conversion or exchange is accompanied by permanent reductions of any commitments, if any, with respect to such Junior Financing to the extent of such conversion or exchange, to the extent applicable.

(C) The amount of any Restricted Payment made other than in the form of cash or Cash Equivalents shall be the fair market value thereof (as reasonably determined by the Issuer in good faith), valued at the time of the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof.

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(D) Any Investment in any person other than a Note Party that is otherwise permitted by this Section 3.15 may be made through intermediate Investments in Subsidiaries that are not Note Parties and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause set forth in this Section 3.15 or one or more clauses in the definition of “Permitted Investments”.

(E) For purposes of determining compliance with this Section 3.15, (a) in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses (i) through (viii) of Section 3.15(B) or is entitled to be made pursuant to one or more clauses in the definition of “Permitted Investments,” the Issuer will be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or portion thereof) among such clauses (i) through (viii) and the definition of “Permitted Investments” in a manner that complies with this Section 3.15 and (b) an Investment need not be permitted solely by reference to one category of Permitted Investments (or portion thereof) described in the definition thereof but may be permitted in part under any combination thereof.

Section 3.16. ASSET DISPOSITIONS.

(A) The Issuer will not, and will not permit any of its Subsidiaries to, consummate an Asset Disposition unless:

(i) the Issuer or such Subsidiary, as the case may be, receives consideration at least equal to the fair market value (as reasonably determined in good faith by the Issuer) of the assets or Equity Interests issued or sold or otherwise Disposed of; and

(ii) at least 75% of the proceeds from such Asset Disposition consists of cash or Cash Equivalents; provided that for purposes of this Section 3.16(A)(ii) “cash” shall include:

(1) any liabilities (as shown on the Issuer’s or such Subsidiary’s most recent balance sheet or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Subsidiary’s consolidated balance sheet if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or such Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Note Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation or assumption agreement that validly releases the Issuer or such Subsidiary from further liability to all applicable creditors; and

(2) any securities, notes or other obligations received by the Issuer or such Subsidiary from such transferee that are converted, in each case, within 180 days after the closing of such Asset Disposition by the Issuer or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion).

(B) Unless and solely in the event there has been a Discharge of First-Priority Obligations (as defined in the First-Lien/Second-Lien Intercreditor Agreement), within 365 days (or such shorter period as the Issuer in its sole election may determine) after the receipt of Net Proceeds from an Asset Disposition (each, an “Asset Sale Prepayment Date”) (other than Net Proceeds from the sale or other disposition of “Building 21” (as described in item 2 of Schedule 1.01(B))), the Issuer may elect to apply or cause to be applied an amount equal to the Net Proceeds from such Asset Disposition:

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(i) upon a Disposition of assets that constitutes Collateral, to repay the Second-Priority Obligations (and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly permanently reduce revolving commitments with respect thereto); provided that in the case of any repayment pursuant to this Section 3.16(B)(i), the Issuer shall make an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all holders of such Second-Priority Obligations to purchase (or repay) a pro rata (together with any Second-Priority Obligations repaid pursuant to this Section 3.16(B)(i)) principal amount of the Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the date of repayment;

(ii) [reserved];

(iii) upon the Disposition of assets that do not constitute Collateral, to repurchase, prepay, redeem or repay Indebtedness of a Subsidiary that is not a Note Party, or Indebtedness of the Issuer or any Subsidiary Guarantor that is secured by a Lien on such assets; or

(iv) upon a Disposition of assets that does not constitute Collateral, to either (a) make an investment in, or acquire assets related to or otherwise useful in the business of the Issuer and its Subsidiaries existing on the Issue Date; and/or (b) make Capital Expenditures in or that are used or useful in the business or to make Capital Expenditures for maintenance, repair or improvement of existing assets in accordance with the terms of this Indenture.

(C) Any Net Proceeds from an Asset Disposition not applied or invested as provided in Section 3.16(B) within the applicable Asset Sale Prepayment Date will be deemed to constitute “Excess Proceeds” on the day immediately after the applicable Asset Sale Prepayment Date; provided that in the case of Section 3.16(B)(iv), a binding commitment letter with a third party shall be treated as a permitted application of the Net Proceeds from the date such commitment letter is executed so long as the Issuer or a Subsidiary enters into such commitment letter with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of the execution of such commitment letter; provided, further, that if such commitment letter is later terminated or cancelled prior to the application of such Net Proceeds or such Net Proceeds are not so applied within such 180-day period, then such Net Proceeds shall constitute Excess Proceeds.

(D) In no event later than 20 Business Days after any date that the aggregate amount of Excess Proceeds exceeds $10,000,000 (or such lesser amount as the Issuer shall determine) (an “Asset Disposition Offer Trigger Date”), to the extent permitted by the First Lien Notes Indenture, the Issuer shall commence an offer to all Holders (an “Asset Disposition Offer”) to purchase at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase and to all holders of other Second-Priority Obligations containing provisions similar to those set forth in this Indenture with respect to asset dispositions, in each case, equal to the Excess Proceeds. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. To the extent that any Excess Proceeds remain after completion of an Asset Disposition Offer, the Issuer may use the remaining amount for general corporate purposes and such amount shall no longer constitute Excess Proceeds.

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(E) In connection with an Asset Disposition Offer, the Issuer shall deliver to the Holders, in accordance with the Depositary Procedures (with a copy to the Trustee), a notice stating: (i) that an Asset Disposition Offer Trigger Date has occurred and that the Issuer is offering to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds (and identifying other Indebtedness, if any, that is entitled to participate pro rata in the Asset Disposition Offer), at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Asset Disposition Offer Purchase Date”), which shall be a Business Day, specified in such notice, that is not earlier than 30 days or later than 60 days from the date such notice is delivered, (ii) the amount of accrued and unpaid interest as of the Asset Disposition Offer Purchase Date, (iii) that any Note not tendered will continue to accrue interest, (iv) that, unless the Issuer defaults in the payment of the purchase price for the Notes payable pursuant to the Asset Disposition Offer, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrue interest after the Asset Disposition Offer Purchase Date, (v) the procedures to be followed by a Holders in order to accept an Asset Disposition Offer or to withdraw such acceptance, and (vi) such other information as may be required by the Indenture and applicable laws and regulations.

(F) On the Asset Disposition Offer Purchase Date, the Issuer will (i) accept for payment the maximum principal amount of Notes or portions thereof tendered pursuant to the Asset Disposition Offer that can be purchased out of Excess Proceeds from such Asset Disposition, (ii) deposit with the paying agent the aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Notes as of the Asset Disposition Offer Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Notes tendered pursuant to the Asset Disposition Offer. If less than all Notes tendered pursuant to the Asset Disposition Offer are accepted for payment by the Issuer for any reason consistent with the Indenture, selection of the Notes to be purchased by the Issuer shall be in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, in accordance with the Depositary Procedures and, if no such Depositary Procedures apply, pro rata, by lot or by such other method the Issuer considers fair and appropriate; provided that Notes accepted for payment in part shall only be purchased in Authorized Denominations. The paying agent shall promptly deliver to each Holder of Notes or portions thereof accepted for payment an amount equal to the purchase price for such Notes plus any accrued and unpaid interest thereon, and the Trustee shall promptly authenticate and deliver to such Holder of Notes accepted for payment in part a new Note equal in principal amount to any unpurchased portion of the Notes, and any Note not accepted for payment in whole or in part shall be promptly returned to the Holder of such Note. On and after an Asset Disposition Offer Purchase Date, interest will cease to accrue on the Notes or portions thereof accepted for payment, unless the Issuer defaults in the payment of the purchase price therefor. The Issuer will announce the results of the Asset Disposition Offer to Holders of the Notes on or as soon as practicable after the Asset Disposition Offer Purchase Date.

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(G) To the extent applicable, the Issuer will comply, in all material respects, with all federal and state securities laws in connection with any Asset Disposition Offer (including complying with Rule 14e-1 under the Exchange Act, to the extent applicable) so as to permit effecting such Asset Disposition Offer in the manner set forth in this Indenture; provided, however, that, to the extent that any securities laws or regulations enacted after the Issue Date conflict with this Section 3.16, the Issuer will comply with such securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.16 (nor will such compliance be considered a Default or an Event of Default hereunder) by virtue of such conflict.

Section 3.17. DISPOSITION OF MATERIAL IP.

(A) Notwithstanding anything to the contrary contained in Sections 3.13, 3.15, 3.16 (or the definition of “Asset Disposition”) or 3.18, neither the Issuer nor any Subsidiary shall be permitted to make any Investment of any Material IP into any person (including any Subsidiary) or Dispose of any Material IP (including to any Subsidiary) unless, (i) in the case of an Investment, at all times after giving effect to the consummation of such Investment, such Material IP is subject to first priority Lien securing the Note Obligations and (ii) in the case of a Disposition of any Material IP, such Disposition consists of a non-exclusive license of such Material IP and such Material IP remains subject to at least a first priority Lien securing the Note Obligations; provided that such non-exclusive license shall (x) if to a Subsidiary, be subject to recurring royalties, payment terms or other consideration negotiated consistent with an arm’s length transaction, and (y) otherwise (other than in subclause (x) immediately preceding), be entered into in the ordinary course of business.

(B) The restrictions set forth in Section 3.17(A) shall not apply to the Specified IP Disposition.

Section 3.18. TRANSACTIONS WITH AFFILIATES.

(A) The Issuer will not, and will not permit any of the Subsidiaries to sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates on or after the Issue Date, unless such transaction is (i) upon terms that are no less favorable to the Issuer or such Subsidiary, as applicable, in any material respect than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate and (ii) if in connection with any transaction or series of transactions with a fair market value greater than $1,200,000, approved by a majority of the Disinterested Directors of the Issuer.

(B) The foregoing clause (A) shall not prohibit, to the extent otherwise permitted under this Indenture:

(i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of the Issuer;

(ii) loans and advances to officers, directors, employees or consultants of the Issuer or any Subsidiary permitted by clause (E) of the definition of “Permitted Investments”;

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(iii) transactions among the Issuer or any Subsidiary or any entity that becomes a Subsidiary as a result of such transaction (including via merger, consolidation or amalgamation in which the Issuer or a Subsidiary is the surviving entity);

(iv) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees the Issuer and the Subsidiaries in the ordinary course of business;

(v) transactions, agreements and arrangements in existence on the Issue Date and set forth on Schedule 3.18 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement is not adverse to the Holders in any material respect;

(vi) (a) any employment, independent contractor or consulting agreements entered into by the Issuer or any of the Subsidiaries in the ordinary course of business, (b) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, consultants, officers or directors, and (c) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto;

(vii) Restricted Payments permitted under Section 3.15 and Permitted Investments;

(viii) [Reserved];

(ix) [Reserved];

(x) transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business and consistent with past practice or industry practice;

(xi) any transaction in respect of which the Issuer delivers to the Trustee a letter addressed to the Board of Directors of the Issuer from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is in the good faith determination of the Issuer qualified to render such letter, which letter states that (a) such transaction is on terms that are substantially no less favorable to the Issuer or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate or (b) such transaction is fair to the Issuer or such Subsidiary, as applicable, from a financial point of view;

(xii) [Reserved];

(xiii) transactions with joint ventures for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business and consistent with past practice;

(xiv) [Reserved];

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(xv) [Reserved];

(xvi) [Reserved];

(xvii) [Reserved];

(xviii) [Reserved];

(xix) [Reserved];

(xx) [Reserved];

(xxi) transactions between the Issuer or any of the Subsidiaries and any person, a director of which is also a director of the Issuer; provided, however, that (a) such director abstains from voting as a director of the Issuer on any matter involving such other person and (b) such person is not an Affiliate of the Issuer for any reason other than such director’s acting in such capacity;

(xxii) transactions permitted by, and complying with, the provisions of Article 6; and

(xxiii) intercompany transactions undertaken in good faith (as certified by an Officer of the Issuer) for the purpose of improving the consolidated tax efficiency of the Issuer and the Subsidiaries which do not circumvent any provisions of this Indenture.

Section 3.19. [RESERVED].

Section 3.20. DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

(A) The Issuer will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to:

(i) pay dividends or make any other distributions on its Equity Interests to the Issuer or any Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any Subsidiary Guarantor;

(ii) make loans or advances to the Issuer or any Subsidiary;

(iii) sell, lease or transfer any of its properties or assets to the Issuer or any Subsidiary or

(iv) grant any Liens by the Issuer or such Subsidiary that is a Note Party pursuant to the Security Documents,

provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Issuer or any Subsidiary to other Indebtedness incurred by the Issuer or any Subsidiary, shall not be deemed to constitute such an encumbrance or restriction.

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(B) The provisions of Section 3.20(A) shall not apply to the following:

(i) restrictions imposed by applicable law;

(ii) contractual encumbrances or restrictions in effect on the Issue Date, including under (a) the Note Documents, (b) the First Lien Notes Indenture, (c) the Second Lien Renesas Notes Indenture, (d) the Second Lien Takeback Notes Indenture and (e) any other Indebtedness existing on the Issue Date and set forth on Schedule 3.12(B);

(iii) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition;

(iv) any encumbrances or restrictions of the type referred to in Section 3.20(A)(i) through (iv) imposed by any agreement relating to Indebtedness incurred pursuant to Section 3.12(B)(xii) or to any Designated Sale and Lease-Back Transaction;

(v) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Indenture to the extent that such restrictions apply only to the property or assets securing such Indebtedness;

(vi) any restrictions imposed by any agreement relating to Indebtedness or other obligations incurred pursuant to Section 3.12 to the extent such restrictions are not more restrictive in any material respect than the restrictions contained in this Indenture or are market terms at the time of issuance (as reasonably determined by the Issuer);

(vii) customary provisions contained in leases or licenses of Intellectual Property and other similar agreements entered into in the ordinary course of business and consistent with past practice or industry practice;

(viii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

(ix) customary provisions restricting assignment of any agreement entered into in the ordinary course of business and consistent with past practice or industry practice;

(x) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 3.16 pending the consummation of such sale, transfer, lease or other disposition;

(xi) customary restrictions and conditions contained in the document relating to any Lien, so long as (a) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien, and (b) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 3.20;

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(xii) customary net worth provisions contained in Real Property leases entered into by Subsidiaries, so long as the Issuer has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Issuer and its Subsidiaries to meet their ongoing obligations;

(xiii) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary;

(xiv) customary provisions in joint venture agreements and other similar agreements;

(xv) customary restrictions contained in leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets subject thereto;

(xvi) restrictions on cash or other deposits imposed by customers or counterparties under contracts entered into in the ordinary course of business (and including with respect to any cash collateral permitted to be provided to any counterparty under Section 3.13); and

(xvii) any encumbrances or restrictions of the type referred to in Section 3.20(A)(i) through (xvi) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of or similar arrangements or the contracts, instruments or obligations referred to in Section 3.20(A)(i) through (xiii); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings or similar arrangements are, in the good faith judgment of the Issuer, not more restrictive in any material respect with respect to such dividend, other payment, sale and Lien restrictions than those contained in the dividend, other payment and Lien restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or similar arrangements or are otherwise in accordance with the terms of the applicable intercreditor agreement.

Section 3.21. FURTHER ASSURANCES; ADDITIONAL SECURITY.

(A) The Issuer will, and will cause each of the Subsidiaries to, subject to the Agreed Security Principles, the terms of any applicable Intercreditor Agreement and to the extent consist with the Collateral and Guarantee Requirement:

(i) execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings (provided that if a Mortgage is actually filed, only to the extent a filed Mortgage cannot act as a fixture filing in an applicable jurisdiction), Mortgages and other documents), as are reasonably necessary (or that Trustee and/or Collateral Agent and/or Parallel Debt Creditor may reasonably request) (including, without limitation, those required by applicable law), to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Note Parties and provide to the Collateral Agent and/or Parallel Debt Creditor, from time to time, evidence reasonably necessary to establish the perfection and priority of the Liens created or intended to be created by the Security Documents.

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(ii) if any asset (other than Real Property) that has an individual fair market value (as determined in good faith by the Issuer at the time of acquisition) in an amount greater than $5,000,000 or is a semiconductor tool or equipment used in any Product Family of the Issuer and its Subsidiaries is acquired by the Issuer or any Subsidiary Guarantor after the Issue Date or owned by an entity at the time it becomes a Subsidiary Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and (y) assets constituting Excluded Property), the Issuer or such Subsidiary Guarantor, as applicable, will (i) notify the Collateral Agent of such acquisition or ownership and (ii) cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the Note Obligations by, and take, and cause the Subsidiary Guarantors to take, such actions as shall be necessary (or reasonably requested by the Collateral Agent) to grant and perfect such Liens, including actions described in Section 3.21(A)(i), all at the expense of the Note Parties, subject to Section 3.21(A)(vii).

(iii) (a) subject to clause (vii)(H) below, grant and cause each of the Subsidiary Guarantors to grant to the Collateral Agent security interests in, and mortgages on, any Material Real Property of the Issuer or such Subsidiary Guarantors, as applicable, (x) within 90 days after the Issue Date with respect to Material Real Property owned as of the Issue Date and (y) to the extent acquired after the Issue Date, within 90 days after such acquisition pursuant to a Mortgage, which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and (ii) to the extent applicable in the applicable jurisdiction, record or file, and cause each such Subsidiary Guarantor to record or file, the Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (for the benefit of the Secured Parties) and/or the Collateral Agent under a Parallel Debt structure for the benefit of the Secured Parties required to be granted pursuant to the Mortgages and pay, and cause each such Subsidiary Guarantor to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording or filing, in each case subject to Section 3.21(A)(vii). Subject to Section 3.21(A)(vii), with respect to each such Mortgage, to the extent applicable in the applicable jurisdiction, the Issuer shall cause the requirements set forth in clause (F) of the definition of “Collateral and Guarantee Requirement” to be satisfied with respect to such Material Real Property.

(iv) if any additional direct or indirect Subsidiary of the Issuer is formed or acquired after the Issue Date and if such Subsidiary is a Subsidiary Guarantor (with any Excluded Subsidiary ceasing to be an Excluded Subsidiary being deemed to constitute the acquisition of a Subsidiary), within 10 Business Days after the date such Subsidiary is formed or acquired, notify the Collateral Agent thereof and, within (x) in the case of a Domestic Subsidiary, 30 days or (y) in the case of a Foreign Subsidiary, 60 days, in each case, after the date such Subsidiary is formed or acquired (or, with respect to clause (F) of the definition of “Collateral and Guarantee Requirement”, within 90 days after such formation or acquisition or such longer period as set forth therein ), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Note Party, subject to Section 3.21(A)(vii).

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(v) [reserved].

(vi) furnish to the Collateral Agent prompt written notice of any change (A) in any Note Party’s corporate or organization name, (B) in any Note Party’s identity or organizational structure, (C) in any Note Party’s organizational identification number, (D) in any Note Party’s jurisdiction of organization or (E) in the location of the chief executive office of any Note Party that is not a registered organization; provided that the Issuer shall not effect or permit any such change unless all filings have been made, or will have been made within 30 days following such change, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Parties.

(vii) the Collateral and Guarantee Requirement and the other provisions of this Section 3.21(A) and the other Note Documents with respect to Collateral are (a) solely in the case of Foreign Subsidiaries (and the assets of and Equity Interests in such Foreign Subsidiaries), subject in all respects to the Agreed Security Principles and (b) solely in the case of Domestic Subsidiaries (and the assets of, and Equity Interests in, such Domestic Subsidiaries) need not be satisfied by any Excluded Subsidiary or by any Note Party with respect to any of the following (collectively, the “Excluded Property”): (I) any Real Property other than Material Real Property, (II) (x) motor vehicles and other assets subject to certificates of title and letter of credit rights (in each case, other than to the extent a Lien on such assets or such rights can be perfected by filing a UCC-1) and (y) commercial tort claims with a value of less than $10,000,000, (III) pledges and security interests prohibited by applicable law, rule, regulation or contractual obligation (with respect to any such contractual obligation, only to the extent such restriction is permitted under Section 3.20 and such restriction is binding on such assets on the Issue Date or on the date of acquisition thereof and not entered into in contemplation thereof (and renewals and replacements thereof)) (in each case, except to the extent such prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code) or which would require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received), (IV) assets to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences as determined in good faith by the Issuer, (V) any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than the Issuer or any Subsidiary thereof) after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, (VI) those assets as to which the Issuer in good faith reasonably determines that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive in relation to the value afforded

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thereby, (VII) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in such licenses, franchises, charters or authorizations is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, (VIII) pending “intent to use” trademark applications for which an Amendment to Allege Use or a Statement of Use under Section 1(c) or 1(d) of the ▇▇▇▇▇▇ Act has not been filed with or accepted by the United States Trademark Office, (IX) any Excluded Account and any cash and Cash Equivalents maintained in an Excluded Account, (X) any Excluded Securities, (XI) any Third Party Funds and (XII) any equipment or other real or personal property or asset that is subject to a Lien permitted by clause (I) of the definition of Permitted Liens, if permitted by Section 3.12, if the agreement governing such Lien (or the Indebtedness secured thereby) prohibits or requires the consent of any person (other than the Issuer or any Subsidiary thereof) as a condition to the creation of any other security interest on such equipment or other real or personal property or asset and, in each case, such prohibition or requirement is permitted hereunder after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code; provided that the Issuer may in its sole discretion elect to exclude any property from the definition of Excluded Property; provided, further, that no property or assets that secure any obligations under the First Lien Notes Indenture, the Second Lien Renesas Notes Indenture, the Second Lien Takeback Notes Indenture (or, in each case, any Permitted Refinancing Indebtedness in respect thereof) or any other Indebtedness for borrowed money (other than Specified Indebtedness) shall be Excluded Property. Notwithstanding anything herein to the contrary, (A) [reserved], (B) no landlord, mortgagee or bailee waivers shall be required, (C) no notice shall be required to be sent to account debtors or other contractual third parties prior to the occurrence and continuance of an Event of Default, (D) Liens required to be granted from time to time pursuant to, or any other requirements of, the Collateral and Guarantee Requirement and the Security Documents shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as otherwise reasonably determined by the Issuer, (E) to the extent any Mortgaged Property is located in a jurisdiction with mortgage recording or similar tax, the amount secured by the Security Document with respect to such Mortgaged Property shall be limited to the fair market value of such Mortgaged Property as determined in good faith by the Issuer (subject to any applicable laws in the relevant jurisdiction or such lesser amount agreed to by the Collateral Agent), (F) the Issuer may make such modifications to the Security Documents, and execute and/or consent to such easements, covenants, rights of way or similar instruments to subordinate the lien of any Mortgage to any such easement, covenant, right of way or similar instrument or record as permitted by the Indenture or may agree to recognize any tenant pursuant to an agreement, as are reasonable or necessary in connection with any project or transactions otherwise permitted hereunder, (G) other than to the extent required by the Collateral Agreement, no control agreement or control, lockbox or similar arrangement shall be required with respect to any deposit accounts, securities accounts or commodities accounts, and (H) no Mortgage (or the filing of recordation thereof) on any Material Real Property acquired by the Issuer or any Subsidiary Guarantor after the Issue Date shall be required if such Material Real Property is located in a jurisdiction that imposes a mortgage recording tax, documentary tax or similar tax in connection with the filing or recordation thereof (x) at any time prior to the Discharge of

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First-Priority Obligations (as defined in the First-Lien/Second-Lien Intercreditor Agreement) or (y) at any time after the Discharge of First-Priority Obligations, if the Collateral Agent is not then the Controlling Collateral Agent (as defined in the Pari Passu Intercreditor Agreement) under the Pari Passu Intercreditor Agreement.

(viii) Neither the Collateral Agent (including as the Parallel Debt Creditor) nor the Trustee undertakes any responsibility whatsoever to determine whether any of the foregoing covenants have been satisfied, and neither shall have any liability whatsoever arising out of the failure of the Issuer or any of the Subsidiary Guarantors to satisfy such requirements.

Section 3.22. POST-CLOSING.

(A) The Issuer will, and will cause each of the Subsidiaries to, take all necessary actions to satisfy the requirements set forth in Schedule 3.22.

Article 4. REPURCHASE AND REDEMPTION

Section 4.01. NO SINKING FUND.

No sinking fund is required to be provided for the Notes.

Section 4.02. RIGHT OF HOLDERS TO REQUIRE THE ISSUER TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE.

(A) Right of Holders to Require the Issuer to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Issuer to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B) Repurchase Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as a result of the payment of the related Fundamental Change Repurchase Price, and any related interest pursuant to the proviso to Section 4.02(D), on such Fundamental Change Repurchase Date), then (i) the Issuer may not repurchase any Notes pursuant to this Section 4.02; and (ii) the Issuer will cause any Notes theretofore surrendered for such Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Issuer, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).

(C) Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Issuer’s choosing that is no more than thirty-five (35) and not less than twenty (20) Business Days after the date the Issuer delivers the related Fundamental Change Notice pursuant to Section 4.02(E).

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(D) Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to one hundred percent (100%) of the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Issuer’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

(E) Fundamental Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the Issuer will deliver to each Holder, the Trustee, the Conversion Agent and the Paying Agent a notice of such Fundamental Change (a “Fundamental Change Notice”). Substantially contemporaneously, the Issuer will either (x) issue a press release through such national newswire service as the Issuer then uses; (y) publish the same through such other widely disseminated public medium as the Issuer then uses, including its website; or (z) file or furnish a Form 8-K (or any successor form) with the SEC, in each case of clauses (x), (y) and (z), containing the information set forth in the Fundamental Change Notice.

Such Fundamental Change Notice must state:

(i) briefly, the events causing such Fundamental Change;

(ii) the effective date of such Fundamental Change;

(iii) the procedures that a Holder must follow to require the Issuer to repurchase its Notes pursuant to this Section 4.02, including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change Repurchase Notice;

(iv) the Fundamental Change Repurchase Date for such Fundamental Change;

(v) the Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.02(D));

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(vi) the name and address of the Paying Agent and the Conversion Agent;

(vii) the Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07);

(viii) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date of such Fundamental Change Notice and on or before the second (2nd) Business Day before such Fundamental Change Repurchase Date;

(ix) that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;

(x) that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and

(xi) the CUSIP and ISIN numbers, if any, of the Notes.

Neither the failure to deliver a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.

(F) Procedures to Exercise the Fundamental Change Repurchase Right.

(i) Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

(1) before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and

(2) such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global Note).

The Paying Agent will promptly deliver to the Issuer a copy of each Fundamental Change Repurchase Notice that it receives.

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(ii) Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note must state:

(1) if such Note is a Physical Note, the certificate number of such Note;

(2) the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and

(3) that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;

provided, however, that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

(iii) Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

(1) if such Note is a Physical Note, the certificate number of such Note;

(2) the principal amount of such Note to be withdrawn, which must be an Authorized Denomination; and

(3) the principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must be an Authorized Denomination;

provided, however, that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

Upon receipt of any such withdrawal notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver a copy of such withdrawal notice to the Issuer; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in accordance with Section 2.11, treating such Note as having been then surrendered for partial repurchase in the amount set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any instructions for book-entry transfer to the Issuer, the Trustee or the Paying Agent of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).

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(G) Payment of the Fundamental Change Repurchase Price. Without limiting the Issuer’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by Section 3.02(B), the Issuer will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such ▇▇▇▇▇▇’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).

(H) Repurchase by Third Party. Notwithstanding anything to the contrary in this Section 4.02, the Issuer will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties conduct any Repurchase Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02 in a manner that would have satisfied the requirements of this Section 4.02 if conducted directly by the Issuer; and (ii) an owner of a beneficial interest in any Note repurchased by such third party or parties will not receive a lesser amount as a result of withholding or similar taxes than such owner would have received had the Issuer repurchased such Note.

(I) Compliance with Applicable Securities Laws. To the extent applicable, the Issuer will comply with all federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change in the manner set forth in this Indenture; provided, however, that, to the extent that any securities laws or regulations enacted after the Issue Date conflict with the Section 4.02, the Issuer will comply with such securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 (nor will such compliance be considered a Default or an Event of Default hereunder) by virtue of such conflict.

(J) Repurchase in Part. Subject to the terms of this Section 4.02, Notes may be repurchased pursuant to a Repurchase Upon Fundamental Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the repurchase of a Note in whole will equally apply to the repurchase of a permitted portion of a Note.

(K) No Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into an Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Section 4.02, the Issuer will not be required to send a Fundamental Change Notice pursuant to Section 4.02(E), or offer to repurchase or repurchase any Notes pursuant to this Section 4.02, in connection with a Common Stock Change Event that constitutes a Fundamental Change pursuant to clause (B)(ii) of the definition thereof (regardless of whether such Common Stock Change Event also constitutes a Fundamental Change pursuant to any other clause of such definition), if (i) the Reference Property of such Common Stock Change Event consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become convertible, pursuant to Section 5.09(A) and, if applicable, Section 5.07, into consideration that consists solely of U.S. dollars in an amount per $1,000 aggregate principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 aggregate principal amount of Notes (calculated (1) assuming that the same includes accrued and unpaid interest to, but excluding, the latest possible Fundamental Change Repurchase Date for such Fundamental Change); and (2) without regard to the proviso to the first sentence of Section 4.02(D)); and (iii) the Issuer timely sends the notice relating to such Fundamental Change and includes, in such notice, a statement that the Issuer is relying on this Section 4.02(K).

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Section 4.03. RIGHT OF THE ISSUER TO REDEEM THE NOTES.

(A) No Right to Redeem Before September 29, 2028. The Issuer may not redeem the Notes at any time before September 29, 2028.

(B) Right to Redeem the Notes on or after September 29, 2028. Subject to the terms of this Section 4.03, the Issuer has the right, at its election, to redeem (a “Redemption”) all, or any portion in an Authorized Denomination, of the Notes, at any time, and from time to time, on a Redemption Date that falls on or after September 29, 2028 and on or before the sixtieth (60th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price.

For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Event with respect to such Notes pursuant to clause (B) of the definition thereof.

(C) [Reserved].

(D) Redemption Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 4.03(F), on such Redemption Date), then (i) the Issuer may not call for Redemption or otherwise redeem any Notes pursuant to this Section 4.03; and (ii) the Issuer will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Issuer, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).

(E) Redemption Date. The Redemption Date for a Redemption will be a Business Day of the Issuer’s choosing that is no more than sixty (60) Scheduled Trading Days and not less than thirty-five (35) Scheduled Trading Days after the related Redemption Notice Date for such Redemption.

(F) Redemption Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to one hundred percent (100%) of the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however, that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to receive, on or, at the Issuer’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption Price will

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not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Redemption Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date.

(G) Redemption Notice. To call any Notes for Redemption, the Issuer must (i) deliver to each Holder of such Notes, the Trustee, the Conversion Agent and the Paying Agent a written notice of such Redemption (a “Redemption Notice”); and (ii) substantially contemporaneously therewith, either (x) issue a press release through such national newswire service as the Issuer then uses; (y) publish the same through such other widely disseminated public medium as the Issuer then uses, including its website; or (z) file or furnish a Form 8-K (or any successor form) with the SEC, in each case of clauses (x), (y) and (z), containing the information set forth in the Redemption Notice.

Such Redemption Notice must state:

(i) that such Notes have been called for Redemption, briefly describing the Issuer’s Redemption right under this Indenture;

(ii) the Redemption Date for such Redemption;

(iii) the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.03(F));

(iv) the name and address of the Paying Agent and the Conversion Agent;

(v) that Notes called for Redemption may be converted at any time before the Close of Business on the Business Day immediately before the Redemption Date (or, if the Issuer fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Issuer pays such Redemption Price in full);

(vi) the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments to the Conversion Rate that may result from such Redemption (including pursuant to Section 5.07);

(vii) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date and on or before the second (2nd) Business Day before such Redemption Date; and

(viii) the CUSIP and ISIN numbers, if any, of the Notes.

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On or before the Redemption Notice Date, the Issuer will deliver a copy of such Redemption Notice to the Trustee and the Paying Agent. At the Issuer’s request, given in an Officer’s Certificate delivered to the Trustee at least five (5) days prior to the requested date of delivery (or such shorter period of time as may be acceptable to the Trustee), the Trustee shall give such notice in the Issuer’s name; provided, however that in all cases, the text of such Redemption Notice shall be prepared by the Issuer.

(H) [Reserved].

(I) Selection and Conversion of Notes to Be Redeemed in Part. If less than all Notes then outstanding are called for Redemption, then:

(i) the Notes to be redeemed will be selected by the Issuer as follows: (1) in the case of Global Notes, in accordance with the Depositary Procedures and, if no such Depositary Procedures apply, pro rata, by lot or by such other method the Issuer considers fair and appropriate; and (2) in the case of Physical Notes, pro rata, by lot or by such other method the Issuer considers fair and appropriate; and

(ii) if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note will be deemed to be from the portion of such Note that was subject to Redemption.

(J) Payment of the Redemption Price. Without limiting the Issuer’s obligation to deposit the Redemption Price by the time proscribed by Section 3.02(B), the Issuer will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.03(F) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.

(K) Right to Convert Not Affected. For the avoidance of doubt, a Redemption will not affect any Holder’s right to convert any Notes on or after the Issue Date and prior to the Close of Business on the second (2^nd) Business Day immediately before the applicable Redemption Date, except to the extent the Issuer fails to pay the Redemption Price for such Note in accordance with this Indenture.

Article 5. CONVERSION

Section 5.01. RIGHT TO CONVERT.

(A) Generally. On and after the Issue Date until the fifth (5^th) scheduled Trading Day immediately preceding the Maturity Date, subject to the provisions of this Article 5, each Holder may, at its option, convert such Holder’s Notes into Conversion Consideration.

(B) Conversions in Part. Subject to the terms of this Indenture, Notes may be converted in part, but only in Authorized Denominations. Provisions of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions of a permitted portion of a Note.

(C) When Notes May Be Converted.

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(i) [Reserved].

(ii) Limitations and Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:

(1) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day;

(2) in no event may any Note be converted after the Close of Business on the fifth (5th) Scheduled Trading Day immediately before the Maturity Date;

(3) if the Issuer calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such Note after the Close of Business on the second (2nd) Business Day immediately before the applicable Redemption Date, except to the extent the Issuer fails to pay the Redemption Price for such Note in accordance with this Indenture;

(4) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.02(F) with respect to any Note, then such Note may not be converted, except to the extent (a) such Note is not subject to such notice; (b) such notice is withdrawn in accordance with Section 4.02(F); or (c) the Issuer fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Indenture; and

(5) Physical Notes may not be converted within ten (10) Business Days prior to a mandatory exchange of Physical Notes for Global Notes.

Section 5.02. CONVERSION PROCEDURES.

(A) Generally.

(i) Global Notes. To convert a beneficial interest in a Global Note that is convertible pursuant to Section 5.01, the owner of such beneficial interest must (1) comply with the Depositary Procedures for converting such beneficial interest (at which time such conversion will become irrevocable); and (2) pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).

(ii) Physical Notes. To convert all or a portion of a Physical Note that is convertible pursuant to Section 5.01, the Holder of such Note must (1) complete, manually sign and deliver to the Conversion Agent the conversion notice attached to such Physical Note or a facsimile/email of such conversion notice; (2) deliver such Physical Note to the Conversion Agent (at which time such conversion will become irrevocable); (3) furnish any endorsements and transfer documents that the Issuer or the Conversion Agent may require; and (4) pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).

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(B) Effect of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to Sections 5.03(B) or 5.03(D), upon such conversion) be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except to the extent provided in Section 5.02(D).

(C) Holder of Record of Conversion Shares. The Person in whose name any Common Stock is issuable upon conversion of any Note will be deemed to become the holder of record of such Common Stock as of the Close of Business on (i) the Conversion Date for such conversion, in the case of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

(D) Interest Payable upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before the next Interest Payment Date, then the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso to this sentence), to receive, on or, at the Issuer’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date); and the Holder surrendering such Note for conversion must deliver to the Conversion Agent, at the time of such surrender, an amount of cash equal to the amount of such interest referred to in clause (i) above; provided, however, that the Holder surrendering such Note for conversion need not deliver such cash (w) if the Issuer has specified a Redemption Date for a Redemption that is after such Regular Record Date and on or before the second (2nd) Business Day immediately after such Interest Payment Date; (x) if such Conversion Date occurs after the Regular Record Date immediately before the Maturity Date; (y) if the Issuer has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (z) to the extent of any overdue interest or interest that has accrued on any overdue interest. For the avoidance of doubt, as a result of, and without limiting the generality of, the foregoing, if a Note is converted with a Conversion Date that is after the Regular Record Date immediately before the Maturity Date, then the Issuer will pay, as provided above, the interest that would have accrued on such Note to, but excluding, the Maturity Date. For the avoidance of doubt, if the Conversion Date of a Note to be converted is on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest Payment Date, and such Note, when surrendered for conversion, need not be accompanied by any cash amount pursuant to the first sentence of this Section 5.02(D).

(E) Taxes and Duties. If a Holder converts a Note, the Issuer will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue or delivery (including, for the avoidance of doubt, pursuant to Section 5.08) of any Common Stock upon such conversion; provided, however, that if any tax or duty is due because such Holder requested such Common Stock to be registered in a name other than such Holder’s name, then such Holder will pay such tax or duty.

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(F) Conversion Agent to Notify Issuer of Conversions. If any Note is submitted for conversion to the Conversion Agent or the Conversion Agent receives any notice of conversion with respect to a Note, then the Conversion Agent will promptly notify the Issuer and the Trustee of such occurrence, together with any other information reasonably requested by the Issuer, and will cooperate with the Issuer to determine the Conversion Date for such Note.

Section 5.03. SETTLEMENT UPON CONVERSION.

(A) Settlement Method. Upon the conversion of any Note, the Issuer will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”); or (z) a combination of cash and Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”).

(i) The Issuer’s Right to Elect Settlement Method. The Issuer will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:

(1) if any Notes are called for Redemption, then the Issuer will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date and on or before the second (2nd) Business Day before such Redemption Date;

(2) if any Notes are called for Repurchase Upon Fundamental Change, then the Issuer will specify, in the related Fundamental Change Notice sent pursuant to Section 4.02(E), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date of such Fundamental Change Notice and on or before the second (2nd) Business Day before such Fundamental Change Repurchase Date;

(3) the Issuer will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Issuer will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (1) and clause (2) above);

(4) if, in respect of any Conversion Date (or one of the periods described in the third immediately succeeding set of parentheses, as the case may be), the Issuer elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Issuer shall deliver such Settlement Notice to converting Holders, the Trustee and the Conversion Agent no later than the close of business on the Trading Day

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immediately following the relevant Conversion Date (or, in the case of any conversions (x) of any Notes for which the relevant Conversion Date occurs on or after the date of issuance of a Redemption Notice and prior to the related Redemption Date, in such Redemption Notice, (y) for which the Issuer has irrevocably elected Physical Settlement pursuant to Section 5.03(B)(i)(1), in the related notice described therein or (z) for which the Issuer has made an irrevocable election pursuant to Section 5.03(A)(ii), in the Issuer’s notice of such irrevocable election to the Holders) (in each case, the “Settlement Method Election Deadline”). If the Issuer does not timely elect a Settlement Method with respect to the conversion of a Note prior to the Settlement Method Election Deadline, then the Issuer shall no longer have the right to elect Cash Settlement or Physical Settlement for such conversion or during such period and will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default). Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes;

(5) if the Issuer timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and

(6) the Settlement Method will be subject to Section 5.09(A)(2).

(ii) The Issuer’s Right to Irrevocably Fix the Settlement Method. The Issuer will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that (x) such Settlement Method must be a Settlement Method that the Issuer is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (y) no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to the other provisions of this Section 5.03(A); and (z) upon any such irrevocable election, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed. Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Issuer may nonetheless choose to execute such an amendment at its option).

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(iii) Requirement to Publicly Disclose the Fixed or Default Settlement Method. If the Issuer changes the Default Settlement Method pursuant to clause (x) of the proviso to the definition of such term or irrevocably fixes the Settlement Method pursuant to Section 5.03(A)(i), then the Issuer will either post the Default Settlement Method or fixed Settlement Method, as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with the SEC.

(B) Conversion Consideration.

(i) Generally. Subject to Section 5.03(B)(ii) and Section 5.03(B)(iii), the type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted will be as follows:

(1) if Physical Settlement applies to such conversion, consideration consisting of a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion;

(2) if Cash Settlement applies to such conversion, consideration consisting of cash in an amount equal to the sum of the Daily Conversion Values for each VWAP Trading Day in the Observation Period for such conversion; or

(3) if Combination Settlement applies to such conversion, consideration consisting of (x) a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion, and (y) an amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period.

(ii) Cash in Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Issuer will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

(iii) Conversion of Multiple Notes by a Single Holder. If a Holder converts more than one (1) Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.

(iv) Notice of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion of any Note, then the Issuer will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such determination.

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(C) Delivery of the Conversion Consideration. Except as set forth in Sections 5.05(D) and 5.09, the Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: (i) if Cash Settlement or Combination Settlement applies to such conversion, on or before the second (2nd) Business Day immediately after the last VWAP Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such conversion, on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion; provided, however, that if a Note is converted with a Conversion Date that is after the Regular Record Date immediately before the Maturity Date, then, solely for purposes of such conversion, (x) the Issuer will deliver the Conversion Consideration due upon such conversion on the Maturity Date (or, if the Maturity Date is not a Business Day, the next Business Day); and (y) the Conversion Date will instead be deemed to be the second (2nd) Business Day immediately before the Maturity Date.

(D) Deemed Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Conversion. If a Holder converts a Note, then the Issuer will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and, except as provided in Section 5.02(D), the Issuer’s delivery of the Conversion Consideration due in respect of such conversion will be deemed to fully satisfy and discharge the Issuer’s obligation to pay the principal of such Note. As a result, except as provided in Section 5.02(D), any accrued and unpaid interest on a converted Note will be cancelled, extinguished and forfeited.

Section 5.04. RESERVE AND STATUS OF COMMON STOCK ISSUED UPON CONVERSION.

(A) The Issuer shall at all times reserve for issuance and provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to permit the conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07.

(B) Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08 need not be a newly issued share), will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share will be delivered) and will rank pari passu with the existing Common Stock. If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will use commercially reasonable efforts to cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.

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Section 5.05. ADJUSTMENTS TO THE CONVERSION RATE.

(A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

(i) Stock Dividends, Splits and Combinations. If the Issuer issues solely the shares of Common Stock as a dividend or distribution on all or substantially all of the shares of Common Stock, or if the Issuer effects a split or a combination of the shares of Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula:

where:

If any dividend, distribution, split or combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such split or combination, to the Conversion Rate that would then be in effect had such dividend, distribution, split or combination not been declared or announced.

(ii) Rights, Options and Warrants. If the Issuer distributes, to all or substantially all holders of the Common Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which Sections 5.05(A)(iii)(1) and 5.05(F) will apply) entitling such holders, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be increased based on the following formula:

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where:

To the extent such rights, options or warrants referred to in this Section 5.05(A)(ii) are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of only the rights, options or warrants, if any, actually distributed. In addition, to the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, option or warrants.

For purposes of this Section 5.05(A)(ii), in determining whether any rights, options or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration the Issuer receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Issuer in good faith.

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(iii) Spin-Offs and Other Distributed Property.

(1) Distributions Other than Spin-Offs. If the Issuer distributes shares of its Equity Interests, evidence of its indebtedness or other assets or property of the Issuer, or rights, options or warrants to acquire Equity Interests of the Issuer or other securities, to all or substantially all holders of the Common Stock, excluding:

(a) dividends, distributions, rights, options or warrants (including Common Stock splits) for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Sections 5.05(A)(i) or 5.05(A)(ii);

(b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iv);

(c) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5.05(F);

(d) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iii)(2);

(e) a distribution solely pursuant to a tender offer or exchange offer for Common Stock, as to which Section 5.05(A)(v) will apply; and

(f) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply,

then the Conversion Rate will be increased based on the following formula:

where:

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provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Equity Interests, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.

To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

(2) Spin-Offs. If the Issuer distributes or dividends shares of Equity Interests of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Issuer to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer for Common Stock, as to which Section 5.05(A)(v) will apply), and such Equity Interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula:

where:

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Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date.

To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(iv) Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock, then the Conversion Rate will be increased based on the following formula:

where:

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provided, however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.

To the extent such dividend or distribution is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(v) Tender Offers or Exchange Offers. If the Issuer or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer that is subject to the then-applicable tender offer rules under the Exchange Act (other than solely pursuant to an odd- lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act or any successor rule thereto), for Common Stock, and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price of the Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased based on the following formula:

where:

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provided, however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 5.05(A)(v), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Consideration for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date.

To the extent such tender or exchange offer is announced but not consummated (including as a result of the Issuer being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of Common Stock in such tender or exchange offer are rescinded, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

(B) No Adjustments in Certain Cases.

(i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Issuer will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

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(ii) Certain Events. The Issuer will not be required to adjust the Conversion Rate except as provided in Section 5.05 or Section 5.07. Without limiting the foregoing, the Issuer will not be obligated to adjust the Conversion Rate on account of:

(1) except as otherwise provided in Section 5.05 or Section 5.07, the sale of shares of Common Stock for a purchase price that is less than the market price per share of Common Stock or less than the Conversion Price;

(2) the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Issuer’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;

(3) the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit or incentive plan (including pursuant to an evergreen provision) or program of, or assumed by, the Issuer or any of its Subsidiaries or in connection with any shares withheld for tax withholding purposes;

(4) the issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security of the Issuer outstanding or announced as of the Issue Date;

(5) for a tender offer or exchange offer by any party other than a tender offer or exchange offer by the Issuer or one or more of its Subsidiaries as described in Section 5.05(A)(v);

(6) an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act or any successor rule thereto;

(7) upon the repurchase of any shares of Common Stock pursuant to an open-market repurchase program or other buyback transaction (including through any structured or derivative transactions, such as accelerated share repurchase transactions, prepaid forward transactions or similar forward derivatives) that is not a tender offer or exchange offer of the nature described in Section 5.05(A)(v);

(8) solely a change in the par value (or lack of par value) of the Common Stock; or

(9) accrued and unpaid interest on the Notes.

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(iii) Notwithstanding anything to the contrary in this Indenture or the Notes (but without limiting the operation of Section 5.05(H)), the Conversion Rate will not be adjusted pursuant to Section 5.05(A) on an account of any event described in any of clauses (i) through (v), inclusive, of Section 5.05(A) where the Ex- Dividend Date, effective date or Expiration Date, as applicable, of such event occurs before the Issue Date.

(C) If an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the Issuer may, at its election, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments not already given effect would result in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a Fundamental Change or Make- Whole Event occurs; (iv) the date the Issuer calls any Notes for Redemption; and (v) the thirty fifth (35th) VWAP Trading Day before the Maturity Date.

(D) Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i) a Note is to be converted pursuant to Physical Settlement or Combination Settlement;

(ii) the record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section 5.05(A) has occurred on or before the Conversion Date for such conversion (in the case of Physical Settlement) or on or before any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement), but an adjustment to the Conversion Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;

(iii) the Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement) or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement); and

(iv) such shares of Common Stock are not entitled to participate in such event (because they were not held on the related record date or otherwise),

then, solely for purposes of such conversion, the Issuer will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or such VWAP Trading Day (in the case of Combination Settlement). In such case, if the date on which the Issuer is otherwise required to deliver the consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Issuer will delay the settlement of such conversion until the second (2nd) Business Day after such first date.

(E) Conversion Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the contrary in this Indenture or the Notes, if:

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(i) a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 5.05(A);

(ii) a Note is to be converted pursuant to Physical Settlement or Combination Settlement;

(iii) the Conversion Date for such conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the related record date;

(iv) the Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement) or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement), in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and

(v) such shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5.02(C)),

then (x) in the case of Physical Settlement, such Conversion Rate adjustment will not be given effect for such conversion and the Common Stock issuable upon such conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution, but there will be added, to the Conversion Consideration otherwise due upon such conversion, the same kind and amount of consideration that would have been delivered in such dividend or distribution with respect to such shares of Common Stock had such shares been entitled to participate in such dividend or distribution; and (y) in the case of Combination Settlement, the Conversion Rate adjustment relating to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the shares of Common Stock issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate in such dividend or distribution.

(F) Stockholder Rights Plans. If any shares of Common Stock are to be issued or delivered upon conversion of any Note and, at the time of such conversion, the Issuer has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under this Indenture upon such conversion, the rights set forth in such stockholder rights plan, unless such rights have separated from the Common Stock at such time, in which case, and only in such case, the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1) on account of such separation as if, at the time of such separation, the Issuer had made a distribution of the type referred to in such Section to all holders of the Common Stock, subject to readjustment in accordance with such Section if such rights expire, terminate or are redeemed.

(G) Limitation on Effecting Transactions Resulting in Certain Adjustments. The Issuer will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value of the Common Stock.

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(H) Equitable Adjustments to Prices. Whenever any provision of this Indenture requires the Issuer to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate an adjustment to the Conversion Rate), or to calculate the Daily Conversion Values or Daily VWAPs over an Observation Period, the Issuer will make appropriate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A), would have resulted in an adjustment to the Conversion Rate that becomes effective, or any event that requires such an adjustment to the Conversion Rate where the Ex- Dividend Date, effective date or Expiration Date, as applicable, of such event occurs, at any time during such period, or Observation Period, as applicable.

(I) Calculation of Number of Outstanding Shares of Common Stock. For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of Common Stock; and (ii) exclude Common Stock held in the Issuer’s treasury (unless the Issuer pays any dividend or makes any distribution on Common Stock held in its treasury).

(J) Calculations. All calculations with respect to the Conversion Rate and adjustments thereto will be made, by the Issuer, to the nearest 1/10,000th of a share of Common Stock (with 5/100,000ths rounded upward).

(K) Notice of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Issuer will promptly deliver notice to the Holders, the Trustee and the Conversion Agent containing: (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

Section 5.06. VOLUNTARY ADJUSTMENTS.

(A) Generally. To the extent permitted by law and applicable listing standards of The New York Stock Exchange (or any other securities exchange on which the Common Stock (or other applicable security) is then listed), the Issuer, from time to time, may (but is not required to) increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is either (x) in the best interest of the Issuer; or (y) advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar event; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) subject to applicable law, such increase is irrevocable during such period.

(B) Notice of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section 5.06(A), then, no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 5.06(A), the Issuer will deliver notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the period during which such increase will be in effect.

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Section 5.07. ADJUSTMENTS TO THE CONVERSION RATE IN CONNECTION WITH A MAKE-WHOLE EVENT.

(A) Generally. If a Make-Whole Event Effective Date occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Event, the Issuer shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Event if the relevant conversion notice is received by the Conversion Agent during the Make-Whole Event Conversion Period. For the avoidance of doubt, if the Issuer elects to redeem less than all of the outstanding Notes, then Holders of the Notes not called for redemption will not be entitled to an increased Conversion Rate for such Notes as provided in this Section 5.07 on account of such redemption.

(B) Upon surrender of Notes for conversion in connection with a Make-Whole Event, the Issuer shall, at its option, satisfy the related conversion obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 5.03; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change that constitutes a Common Stock Change Event, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the effective date of such Make-Whole Fundamental Change, the Conversion Consideration shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate on such Conversion Date (including any adjustment for Additional Shares), multiplied by such Stock Price for such Make-Whole Fundamental Change. In such event, the Conversion Consideration shall be paid to Holders in cash on the second Business Day following the Conversion Date.

(C) The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions during the Make-Whole Event Conversion Period shall be determined by reference to the table below, based on the Make-Whole Event Effective Date and the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change or on the Redemption Notice Date in the manner set forth in this Section 5.07 (the “Stock Price”). If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. In all other cases, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Make-Whole Event Effective Date. In the event that a conversion during a Redemption would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted shall be entitled to a single increase to the Conversion Rate with respect to the first to occur of the applicable Make-Whole Event Effective Date, and the later event will be deemed not to have occurred for purposes of this Section 5.07. The Issuer shall make appropriate adjustments to the Stock Price, in good faith and in a commercially reasonable manner, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, effective date (as such term is used in Section 5.05) or expiration date of the event occurs during such five consecutive Trading Day period.

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(D) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 5.05.

(E) The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 5.07 for each Stock Price and Make-Whole Event Effective Date set forth below:

The exact Stock Price and Make-Whole Event Effective Date may not be set forth in the table above, in which case:

(i) if the Stock Price is between two Stock Prices in the table above or the Make-Whole Event Effective Date is between two Make-Whole Event Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Make-Whole Event Effective Dates, based on a 365- or 366-day year, as applicable;

(ii) if the Stock Price is greater than $100.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to Section 5.07(E)), no Additional Shares shall be added to the Conversion Rate; and

(iii) if the Stock Price is less than $10.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to Section 5.07(E)), no Additional Shares shall be added to the Conversion Rate.

(F) Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 100.0000 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 5.05.

(G) Nothing in this Section 5.07 shall prevent an adjustment to the Conversion Rate pursuant to Section 5.05 in respect of a Make-Whole Fundamental Change.

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(H) Notice of the Occurrence of a Make-Whole Event. The Issuer will notify the Holders, the Trustee and the Conversion Agent of each Make-Whole Event (i) occurring pursuant to clause (A) of the definition thereof; and (ii) occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(G).

Section 5.08. EXCHANGE IN LIEU OF CONVERSION.