Common use of Cash Conversion Option Clause in Contracts

Cash Conversion Option. (a) If a Holder elects to convert all or any portion of a Security into shares of Applicable Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted, the Company may choose to deliver shares of Applicable Stock to the extent (and only to the extent) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice of Conversion as specified in Section 4.2 (such period, the "Cash Settlement Notice Period"). The Holder may retract such Holder's Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "Conversion Retraction Period"). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash or a combination of cash and Applicable Stock, as set forth below: (i) if the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of: (A) a number equal to the product of (x) the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion Rate, and (B) the average Closing Price of the Applicable Stock during the 10 Trading-Day period beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and (ii) if the Company elects to satisfy a fixed dollar amount (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: (A) such cash amount (the "Cash Amount"), and (B) a number of shares of Applicable Stock equal to the excess, if any, of

Cash Conversion Option. (a) If a Holder elects to convert all or any portion of a Security into shares of Applicable Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall may choose to satisfy all or any portion of its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted, the Company may choose to deliver shares of Applicable Stock to the extent (and only to the extent) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice of Conversion as specified in Section 4.2 (such period, the "Cash Settlement Notice Period"). The If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract such Holder's Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "Conversion Retraction Period"); no such retraction can be made (and a Notice of Conversion shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Applicable Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash cash, Applicable Stock or a combination of cash and Applicable Stockthereof, as selected by the Company as set forth below: (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Applicable Stock, the Conversion Settlement Distribution shall be a number of shares equal to (1) the aggregate original principal amount at maturity of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of: (A) a number equal to the product of (x) the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion Rate, and (B) the average Closing Price of the Applicable Stock during the 10 Trading-Day period beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and (iiiii) if the Company elects to satisfy a fixed dollar amount portion (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: of (A1) such cash amount (the "Cash Amount"), and ) and (B2) a number of shares of Applicable Stock equal to the excess, if any, of the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each day of the Cash Settlement Averaging Period, of

Cash Conversion Option. (a) If a Holder elects to convert all or any portion of a Security into shares of Applicable Common Stock as set forth in Section 4.1 and the Company receives Obligors receive such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date with respect to either series of Securities or, if all or a portion of the 4.0% Notes due 2013 have been called for redemption, the date that is 20 days prior to the Redemption Date (in either case, the "Final Notice Date"), the Company shall Obligors may choose to satisfy its all or any portion of the Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted, the Company may choose to deliver shares of Applicable Stock to the extent (and only to the extent) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, the Company Obligors will notify such the Trustee, the Holder through the Trustee and the Initial Purchasers (in the manner provided in Section 12.2), of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's Obligors' receipt of such Holder's Notice of Conversion as specified in Section 4.2 (such period, the "Cash Settlement Notice Period"). The If the Obligors elect to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract such Holder's Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "Conversion Retraction Period"); no such retraction can be made after the Cash Settlement Notice Period (and a Notice of Conversion shall be irrevocable) if the Obligors do not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). Upon the expiration of the Conversion Retraction Period, a Notice of Conversion shall be irrevocable. With respect to any Notice of Conversion received by the Company Obligors prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash cash, Common Stock or a combination of cash and Applicable Stockthereof, as selected by the Obligors as set forth below: (i) if the Company elects Obligors elect to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to (1) the aggregate principal amount of the Securities to be converted divided by $1,000, multiplied by (2) the Conversion Rate; in addition, the Obligors will pay cash for all fractional shares of Common Stock based on the Closing Price of the Common Stock on the Trading Day immediately preceding the Conversion Date; (ii) if the Obligors elect to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of: (A1) a number equal to the product of (x) the aggregate principal amount of Securities to be converted divided by $1,000 multiplied by and (y) the Conversion Rate, and (B2) the average Closing Price of the Applicable Common Stock during the 10 20 Trading-Day period beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and (iiiii) if the Company elects Obligors elect to satisfy a fixed dollar amount portion (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: of (A1) such cash amount (the "Cash AmountCASH AMOUNT"), and ) and (B2) a number of shares of Applicable Common Stock equal to the greater of (a) zero and (b) the excess, if any, ofof the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each day of the Cash Settlement Averaging Period, of (x) the Cash Amount, divided by the number of days in the Cash Settlement Averaging Period, divided by (y) the Closing Price of the Common Stock on such day. The Obligors will pay cash for all fractional shares of Common Stock based on the average Closing Price of the Common Stock during the Cash Settlement Averaging Period. If the Obligors elect to satisfy all or any portion of the Conversion Obligation in cash, and the Notice of Conversion has not been retracted, then settlement (in cash, shares of Common Stock or in cash and shares of Common Stock) will occur on the Business Day following the final day of the Cash Settlement Averaging Period. If the Obligors are obligated to deliver shares to Holders pursuant to this Article IV, then if on the date such Holders submit Notices of Conversion and (i) hold Securities that are neither registered under the Securities Act nor immediately freely saleable pursuant to Rule 144(k) under the Securities Act and (ii) there exists a Registration Default or an Effective Failure as defined in the Registration Rights Agreement, the Obligors will deliver to such Holders an additional number of shares in accordance with Section 7(d) of the Registration Rights Agreement. (b) With respect to Conversion Notices that the Obligors receive after the Final Notice Date, the Obligors will not send individual notices of their election to satisfy all or any portion of the Conversion Obligation in cash. Instead, at any time on or before the fifth Business Day preceding any Final Notice Date, the Obligors, if they choose to satisfy all or any portion of the Conversion Obligation with respect to conversions after the Final Notice Date in cash, will notify the Trustee and the Initial Purchasers (in the manner provided in Section 12.2) of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) above except that the Cash Settlement Averaging Period, if applicable, shall be the twenty (20) Trading Day period beginning on the first Trading Day following the Final Maturity Date with respect to either series of Securities or, in the case of conversion of 4.0% Notes due 2013 after the Final Notice Date with respect to the Redemption Date, the twenty (20) Trading Day period beginning on the Trading Day after the Redemption Date. Settlement (in cash, shares of Common Stock or in cash and shares of Common Stock) will occur on the Business Day following the final day of the applicable Cash Settlement Averaging Period. Holders shall not be permitted to retract any Notice of Conversion that is delivered after the Final Notice Date for the applicable Security. (c) If, at any time, the Obligors notify the Holders that the Obligors elect to satisfy the Conversion Obligation (i) in cash, in an amount up to (and including) the principal amount of the Securities converted by each Holder and (2) in shares of Common Stock, to satisfy the remainder, if any, of the Conversion Obligation, the Obligators shall thereafter be obligated to satisfy the Conversion Obligation in that manner.

Cash Conversion Option. (a) If 4.7.1 Notwithstanding anything in this ARTICLE 4, and subject to Applicable Securities Law and Section 5.1.5, upon the conversion of Debentures by a Holder elects to convert all or any portion thereof in accordance with the provisions and conditions of a Security into shares Article 4 of Applicable Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that ifIndenture, in the determination lieu of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converteddelivering Common Shares, the Company may choose elect to deliver shares pay the Holder cash at the option of Applicable Stock to the extent (and only to the extent) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, the Company will notify such Holder through (the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the “Cash Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice of Conversion as specified in Section 4.2 (such period, the "Cash Settlement Notice Period"Option”). The Holder may retract such Holder's Notice of Conversion at any time during If the two Business Day period beginning on the day after the final day of Company elects the Cash Settlement Notice Period (the "Conversion Retraction Period"). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash or a combination of cash and Applicable Stock, as set forth belowOption: (i) if it will notify the Company elects to satisfy Indenture Trustee in accordance with Section 14.3 of the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product ofIndenture: (A) a number equal for conversions that may occur on or after the 12th Trading Day prior to the product Maturity Date, by notice to all registered holders of Debentures delivered prior to such Trading Day (x) the aggregate principal amount which will apply to all such conversions of Securities to be converted divided by 1,000 multiplied by (y) the Conversion Rate, Debentures that may occur); and (B) the average Closing Price of the Applicable Stock during the 10 Trading-Day period beginning in all other cases, on the Trading Business Day immediately following the final related Conversion Date. (ii) the Company shall be obligated to pay to the converting Holder of Debentures an amount equal to, for each $1,000 principal amount of Debentures, the sum of the Daily Conversion Values for each of the 10 consecutive Trading Days during the related Observation Period including for any fractional shares, and shall deliver instructions for payment to the Holders to the Indenture Trustee and pay cash in such amount to the Indenture Trustee, on behalf of the converting Holder of the Debentures, no later than the second Business Day following the last day of the related Observation Period; provided however, the following shall be paid no later than prior to the close of business on the fifth Business Day following the Conversion Retraction Period Date to the Indenture Trustee by the Company: (a) a wire transfer of funds in the "amount of the value of a fractional Common Share in accordance with section 4.3, if any; and (b) a wire transfer of funds in the amount of the accrued and unpaid interest on the Debentures which the Holder has elected to convert; (iii) such election by the Company of the Cash Settlement Averaging Period")Conversion Option in respect of the converting Holder of Debentures shall be irrevocable; and (iiiv) if the Company elects to satisfy a fixed dollar amount (other than 100%) notice of the Company’s election of the Cash Conversion Obligation Option has not been delivered in cashaccordance with Section 4.7.1(i), the Company will no longer have the right to elect the Cash Conversion Settlement Distribution shall consist of:Option and the Company will satisfy its obligations under this ARTICLE 4 through the delivery of Common Shares in accordance with this ARTICLE 4. (A) 4.7.2 Notwithstanding any election by the Company to invoke the Cash Conversion Option pursuant to this Section 4.7, the Cash Conversion Option shall, upon receipt by the Indenture Trustee of notice from the Company of the following event, be immediately suspended if and for so long as any default, event of default or acceleration has occurred and is continuing under any senior indebtedness of the Company or if the payment of the Cash Conversion Option would result in such cash amount (the "Cash Amount")a default or event of default under such senior indebtedness, and (B) a number of shares or if it would otherwise be in contradiction of Applicable Stock equal Law. 4.7.3 Any amounts payable to a converting Holder of Debentures under this Section 4.7 shall be payable by the excess, if any, ofIndenture Trustee to such Holder on the next succeeding Business Day after receipt of such amounts therefor by the Indenture Trustee from the Company.

Cash Conversion Option. (a) If a Holder elects to convert all or any portion of a Security Note into shares of Applicable Common Stock as set forth in Section 4.1 Sections 2.01 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted2.02, the Company may choose to deliver shares satisfy all or any portion of Applicable Stock its conversion obligation (the "Conversion Obligation") in cash. If the Company elects to satisfy all or any portion of its Conversion Obligation in cash at any time other than following the extent (and only to delivery of a notice of redemption or within 20 days of the extent) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such electionStated Maturity, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice written notice of Conversion conversion as specified in Section 4.2 Sections 2.01 and 2.02 (such period, the "Cash Settlement Notice Period"). The If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract such Holder's Notice of Conversion the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the a "Conversion Retraction Period"). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to ; no such Notice of Conversion retraction can be made (and a conversion notice shall consist of cash or a combination of cash and Applicable Stock, as set forth below: (ibe irrevocable) if the Company elects does not elect to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be deliver cash in an amount equal to lieu of shares (other than cash in lieu of fractional shares). If the product of: conversion notice has not been retracted, then settlement (Ain cash and/or shares) a number equal to will occur on the product of (x) Business Day following the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion Rate, and (B) the average Closing Price final day of the Applicable Stock during the 10 Trading-Trading Day period beginning on the Trading Day immediately following day after the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and (ii) if . Cash to be paid in the Company elects event of the election to satisfy pay all or a fixed dollar amount (other than 100%) portion of the Conversion Obligation in cash, cash will be the Conversion Settlement Distribution shall consist of: product obtained by multiplying (Ax) such cash amount (the "Cash Amount"), and (B) a number of shares the Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be of Applicable the Conversion Obligation in cash and (y) the Market Price of a share of Common Stock. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising such Holder's option to require the Company to repurchase such Security may be converted as described in Sections 2.01 and 2.02 or this Section 2.13 only if such notice of exercise is withdrawn in accordance with Sections 4.01 and 4.02 hereof. If a Holder elects to convert all or any portion of a Note into shares of Common Stock equal after the Company has delivered a notice of redemption or within 20 days of the Stated Maturity, the Company may choose to satisfy all or any portion of the excess, if any, ofConversion Obligation in cash provided the Company notifies such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is 20 days prior to Stated Maturity or Redemption Date. Cash settlement amounts will be computed in the same manner as set forth above in this Section 2.13(a).

Cash Conversion Option. (a) If a Holder elects to convert all or any portion of a Security into shares of Applicable Stock as set forth in Ordinary Shares pursuant to Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted12.1, the Company may choose to deliver shares satisfy all or any portion of Applicable Stock to its conversion obligation (the extent (and only to the extent"CONVERSION OBLIGATION") that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually convertedin cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash 77 (which must be expressed either as a percentage of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following receipt of the Conversion Notice required pursuant to Section 12.2 (such period, the "CASH SETTLEMENT NOTICE PERIOD"). If the Company elects to pay cash for any portion of the Ordinary Shares otherwise issuable to the Holder, the Holder may retract the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (a "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Conversion Notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). If the Conversion Notice has not been retracted, then settlement (in cash and/or Ordinary Shares) will occur on the Business Day following the final day of the 20 Trading Day period beginning on the day after the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"). Settlement amounts will be computed as follows: (i) if the Company elects to satisfy the entire Conversion Obligation in Ordinary Shares, the Company will deliver to such Holder a number of Ordinary Shares equal to (1) the aggregate original principal amount of Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount of Securities to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the average Sale Price of the Ordinary Shares during the Cash Settlement Averaging Period; and (iii) if the Company elects to satisfy a portion of the Conversion Obligation in cash (the "CASH AMOUNT"), the Company will deliver to such Holder the Cash Amount and a number of Ordinary Shares equal to (1) the number of Ordinary Shares calculated in clause (i) above, minus (2) the quotient of the Cash Amount divided by the average of the Sale Price of the Ordinary Shares over the Cash Settlement Averaging Period. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice, as the case may be, exercising such Holder's right to require the Company to repurchase such Security may be converted as described in this Section 12.13(a) only if such notice of exercise is withdrawn in accordance with the Section 4.3 or 5.3, as applicable, prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the applicable Repurchase Date or Change of Control Repurchase date, as the case may be. (b) If a Holder elects to convert all or any portion of a Security into Ordinary Shares after the Company has exercised its right to redeem all or any portion of the Securities pursuant to Section 5 of the Securities or within 20 days of the Stated Maturity, the Company may choose to satisfy all or any portion of the Conversion Obligation in cash provided the Company notifies such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following 20 days prior to Stated Maturity or Redemption Date. Settlement amounts will be computed in the Company's receipt of such Holder's Notice of Conversion same manner as specified set forth in Section 4.2 (such period, a) above except that the "Cash Settlement Notice Averaging Period"). The Holder may retract such Holder's Notice of Conversion at any time during " shall be the two Business 20 Trading Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "Conversion Retraction Period"). With respect to any Notice of Conversion received by the Company prior to the Final Notice Stated Maturity or Redemption Date, as the "Conversion case may be. Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of (in cash or a combination of cash and Applicable Stock, as set forth below: (iand/or shares) if the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of: (A) a number equal to the product of (x) the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion Rate, and (B) the average Closing Price of the Applicable Stock during the 10 Trading-Day period beginning will occur on the Trading Business Day immediately following the final day of the Conversion Retraction Period (the "such Cash Settlement Averaging Period"); and. (iic) The Company shall elect to satisfy in cash any Conversion Obligation with respect to a Holder that does not certify on its Conversion Notice that neither it nor any other Person shall become a 10% Shareholder if the Company elects to satisfy a fixed dollar amount (other than 100%) of the satisfies such Conversion Obligation entirely in cash, the Conversion Settlement Distribution shall consist of: (A) such cash amount (the "Cash Amount"), and (B) a number of shares of Applicable Stock equal to the excess, if any, ofOrdinary Shares.

Cash Conversion Option. (a) If Subject to the Borrower’s right to irrevocably elect to make a Holder elects cash payment of principal upon conversion pursuant to convert all or any portion Section 10.12(f), in lieu of a Security into delivery of shares of Applicable Common Stock as set forth in Section 4.1 and satisfaction of its obligation upon conversion of the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date")Term B Loans, the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted, the Company Borrower may choose elect to deliver shares of Applicable Stock to the extent (and only to the extent) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice of Conversion as specified in Section 4.2 (such period, the "Cash Settlement Notice Period"). The Holder may retract such Holder's Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "Conversion Retraction Period"). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash or a combination of cash and Applicable shares of Common Stock. Except to the extent that the Borrower has irrevocably elected to make a cash payment of principal upon conversion pursuant to Section 10.12(f), as set forth belowthe Borrower shall inform the Lenders through the Agent of the method it elects to satisfy its obligation upon conversion: (i) if the Company Borrower has elected to prepay the Term B Loans pursuant to Section 2.6(a) or is making a mandatory prepayment pursuant to Section 2.6(b), in its notice of prepayment; (ii) if a Fundamental Change has occurred, in its Repurchase Event Notice; (iii) in respect of Term B Loans to be converted during the period beginning 25 Trading Days preceding the Term B Maturity Date and ending one Trading Day preceding such Term B Maturity Date, 26 Trading Days preceding such Maturity Date; and (iv) in all other cases, no later than two Trading Days following the conversion date. (b) If the Borrower elects to satisfy any portion of its conversion obligation in cash, the Borrower shall specify the amount to be satisfied in cash as a percentage of the conversion obligation or a fixed dollar amount. The Borrower shall treat all Term B Lenders converting on the same Trading Day in the same manner. The Borrower shall not, however, have any obligation to settle its conversion obligations arising on different Trading Days in the same manner. (c) If the Borrower elects to satisfy any portion of its conversion obligation in cash (other than cash in lieu of fractional shares), a Term B Lender may retract its conversion notices at any time during the two Trading Day period beginning on the Trading Day after the Borrower has notified the Agent of its method of settlement (such period, the “Conversion Retraction Period”). However, a Term B Lender shall not be permitted to retract its conversion notice if: (i) the Borrower has irrevocably elected to make a cash payment of principal upon conversion and has given notice thereof as provided above before such Term B Lender delivered its conversion notice; (ii) such Term B Lender is converting its Term B Loans in connection with a prepayment pursuant to Section 2.6(a)(ii) or 2.6(b); (iii) such Term B Lender is converting its Term B Loans during the period beginning 25 Trading Days preceding the Maturity Date and ending one Trading Day preceding the Maturity Date; or (iv) the Borrower has not elected to satisfy any portion of its conversion obligation in cash. (d) Settlement in shares of Common Stock shall occur as soon as practicable after the Borrower has notified the Term B Lenders that it has elected this method of settlement. Settlement in cash or in a combination of cash and shares of Common Stock shall occur on the second Trading Day following the final Trading Day (the “Determination Date”) of the Cash Settlement Averaging Period. The Determination Date shall be the 26th Trading Day following the Borrower’s receipt of a Term B Lender’s conversion notice (if such Term B Lender does not retract its conversion notice and has satisfied all other conversion requirements), unless conversion is: (i) in connection with a prepayment pursuant to Section 2.6(a)(ii) or (b), in which case the Determination Date shall be the date specified for prepayment in the notice of prepayment; (ii) in connection with a Fundamental Change, in which case the Determination Date shall be the Repurchase Date; (iii) subject to the succeeding clause (D), after the Borrower has irrevocably elected to make a cash payment of principal upon conversion, in which case the Determination Date shall be the 22nd Trading Day following the Borrower’s receipt of such Lender’s conversion notice; or (iv) during the period beginning 25 Trading Days preceding the Term B Maturity Date and ending one Trading Day preceding the Term B Maturity Date, in which case the Determination Date shall be the Term B Maturity Date. (e) The settlement amount shall be computed as follows: (i) If the Borrower elects to satisfy the entire conversion obligation in shares of Common Stock, the Borrower shall deliver to the Lender a number of shares of Common stock equal to the sum of (X): shares equal to (i) the aggregate principal amount of Term B Loans to be converted divided by (ii) the Conversion Obligation Price then in effect (substituting cash in lieu of fractional shares) and (Y) any Additional Shares required pursuant to Section 11.2 . (ii) If the Borrower elects to satisfy the entire conversion obligation in cash, the Conversion Settlement Distribution Borrower shall be deliver to the Lenders cash in an amount (the “Cash-Only Settlement Amount”) equal to the product of: (A) a number the sum of (X): shares equal to the product of (xi) the aggregate principal amount of Securities Term B Loans to be converted divided by (ii) the Conversion Price then in effect and (Y) any Additional Shares required pursuant to Section 11.2; and (B) the Applicable Stock Price. (C) If the Borrower elects to satisfy the conversion obligation in a combination of cash and shares of Common Stock, the Borrower shall deliver to the Term B Lender: (1) (i) the fixed dollar amount per $1,000 principal amount of Term B Loans specified in the notice regarding the Borrower’s chosen method of settlement multiplied by the quotient of the aggregate principal amount of Term B Loans to be converted divided by 1,000 or (ii) the percentage of the conversion obligation specified in the notice regarding the Borrower’s chosen method of settlement multiplied by (y) the Conversion Rate, and amount of cash that would be paid pursuant to clause (B) above, as the average Closing Price of the Applicable Stock during the 10 Trading-Day period beginning on the Trading Day immediately following the final day of the Conversion Retraction Period case may be (the "“Cash Settlement Averaging Period"Amount”); and (ii) if the Company elects to satisfy a fixed dollar amount (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: (A) such cash amount (the "Cash Amount"), and (B2) a number of shares of equal to (i) the Cash-Only Settlement Amount minus the Cash Amount divided by (ii) the Applicable Stock equal to the excess, if any, ofPrice (substituting cash in lieu of fractional shares).

Cash Conversion Option. (a) If a Holder elects to convert all or any portion of a Security into shares of Applicable Common Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted10.1, the Company may choose to deliver shares satisfy all or any portion of Applicable Stock to its conversion obligation (the extent (and only to the extent"Conversion Obligation") that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually convertedin cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice written notice of Conversion conversion as specified in Section 4.2 10.2 (such period, the "Cash Settlement Notice PeriodCASH SETTLEMENT NOTICE PERIOD"). The If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract such Holder's Notice of Conversion the conversion notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the a "Conversion Retraction Period"). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to ; no such Notice of Conversion retraction can be made (and a conversion notice shall consist of cash or a combination of cash and Applicable Stock, as set forth below: (ibe irrevocable) if the Company elects does not elect to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be deliver cash in an amount equal to lieu of shares (other than cash in lieu of fractional shares). If the product of: conversion notice has not been retracted, then settlement (Ain cash and/or shares) a number equal to will occur on the product of (x) Business Day following the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion Rate, and (B) the average Closing Price final day of the Applicable Stock during the 10 Trading-20 Trading Day period beginning on the Trading Day immediately following day after the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and. Settlement amounts will be computed as follows: (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares equal to (1) the aggregate original principal amount at maturity of the Securities to be converted divided by 1,000, multiplied by (2) the Conversion Rate; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount at maturity of Securities to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the average Sales Price of the Common Stock during the Cash Settlement Averaging Period; and (iii) if the Company elects to satisfy a fixed dollar amount portion (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: (A) Company will deliver to such Holder such cash amount (the "Cash Amount"), and (B) and a number of shares of Applicable Stock equal to the greater of (1) zero and (2) the excess, if any, ofof the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each day of the Cash Settlement Averaging Period, of (x) the pro rated portion of the Cash Amount for such day divided by (y) the average Sales Price of the Common Stock on such day. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising such Holder's option to require the Company to repurchase such Security may be converted as described in this Section 10.13(a) only if such notice of exercise is withdrawn in accordance with the Section 3.10 hereof. (b) If a Holder elects to convert all or any portion of a Security into shares of Common Stock after the Company has exercised its right to redeem all or any portion of the Securities pursuant to Section 5 of the Securities or within 20 days of the Stated Maturity, the Company may choose to satisfy all or any portion of the Conversion Obligation in cash provided the Company notifies such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is 20 days prior to Stated Maturity or Redemption Date. Settlement amounts will be computed in the same manner as set forth in (a) above except that the "CASH SETTLEMENT AVERAGING PERIOD" shall be the 20 Trading Day period beginning on the day after the Stated Maturity or Redemption Date, as the case may be. Settlement (in cash and/or shares) will occur on the Business Day following the final day of such Cash Settlement Averaging Period.

Cash Conversion Option. (a) If In the event that, on or prior to the date that is five days prior to the Stated Maturity of a Security (the “Final Notice Date”), a Holder elects to convert all or any portion of a Security into shares of Applicable Common Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted13.01, the Company may choose to deliver shares satisfy all of Applicable Stock to its conversion obligation (the extent (and only to the extent“Conversion Obligation”) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, in cash if the Company will notify notifies such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice written notice of Conversion conversion as specified in Section 4.2 13.02 (such period, the "“Cash Settlement Notice Period")”) of the dollar amount to be satisfied in cash. The If the Company timely elects to pay cash in lieu of shares of Common Stock otherwise issuable to the Holder, the Holder may retract such Holder's the Conversion Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "a “Conversion Retraction Period"”); no such retraction may be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). With respect to any Notice If the conversion notice has not been retracted, then settlement (in cash) will occur on the Business Day following the final Trading Day of the five Trading Day period beginning on the first Trading Day after the final day of the Conversion received by Retraction Period (the Company prior to the Final Notice Date, the "Conversion “Cash Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash or a combination of cash and Applicable Stock, Averaging Period”). Settlement amounts will be computed as set forth belowfollows: (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares of Common Stock equal to the quotient of the aggregate original Principal Amount of the Securities to be converted divided by the Conversion Price then in effect; (ii) if the Company elects to satisfy the Conversion Obligation in cash, the Conversion Settlement Distribution shall be Company will deliver to such Holder cash in an amount equal to the product of: (A) a number equal to the product quotient of (x) the aggregate principal amount original Principal Amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion RatePrice then in effect, and (B) the average Closing Sale Price of the Applicable Common Stock during the 10 Trading-Cash Settlement Averaging Period. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Company to repurchase such Security may be converted as described in this Section 13.10(a) only if such notice of exercise is withdrawn in accordance with the terms of Article 11 hereof. (b) If a Holder elects to convert all or any portion of a Security into shares of Common Stock after the Final Notice Date, the Company may choose to satisfy all of the Conversion Obligation in cash provided that the Company notifies such Holder through the Trustee of the dollar amount to be satisfied in cash at any time on or before the final day of the Cash Settlement Notice Period. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth in (a) above except that the “Cash Settlement Averaging Period” shall be the 5 Trading Day period beginning on the first Trading Day immediately after the Stated Maturity. If the Company timely elects to pay cash in lieu of shares of Common Stock otherwise issuable to the Holder, the Holder may retract the Conversion Notice at any time during the Conversion Retraction Period; no such retraction may be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). If the conversion notice has not been retracted, then settlement (in cash) will occur on the Business Day following the final day of the Conversion Retraction Period (the "such Cash Settlement Averaging Period"); and (ii) if the Company elects to satisfy a fixed dollar amount (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: (A) such cash amount (the "Cash Amount"), and (B) a number of shares of Applicable Stock equal to the excess, if any, of.

Cash Conversion Option. (a) If In the event that, on or prior to the date that is five days prior to the Stated Maturity of a Security (the “Final Notice Date”), a Holder elects to convert all or any portion of a Security into shares of Applicable Common Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted13.01, the Company may choose to deliver shares satisfy all of Applicable Stock to its conversion obligation (the extent (and only to the extent“Conversion Obligation”) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, in cash if the Company will notify notifies such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice written notice of Conversion conversion as specified in Section 4.2 13.02 (such period, the "“Cash Settlement Notice Period"”). The If the Company timely elects to pay cash for any portion of the shares of Common Stock otherwise issuable to the Holder, the Holder may retract such Holder's the Conversion Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "a “Conversion Retraction Period"”); no such retraction may be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). With respect to any Notice If the conversion notice has not been retracted, then settlement (in cash) will occur on the Business Day following the final Trading Day of the five Trading Day period beginning on the first Trading Day after the final day of the Conversion received by Retraction Period (the Company prior to the Final Notice Date, the "Conversion “Cash Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash or a combination of cash and Applicable Stock, Averaging Period”). Settlement amounts will be computed as set forth belowfollows: (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares of Common Stock equal to the quotient of the aggregate original Principal Amount of the Securities to be converted divided by the Conversion Price; (ii) if the Company elects to satisfy the Conversion Obligation in cash, the Conversion Settlement Distribution shall be Company will deliver to such Holder cash in an amount equal to the product of: (A) a number equal to the product quotient of (x) the aggregate principal amount original Principal Amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion RatePrice, and (B) the average Closing Sale Price of the Applicable Common Stock during the 10 Trading-Cash Settlement Averaging Period. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Company to repurchase such Security may be converted as described in this Section 13.10(a) only if such notice of exercise is withdrawn in accordance with the terms of Article 11 hereof. (b) If a Holder elects to convert all or any portion of a Security into shares of Common Stock after the Final Notice Date, the Company may choose to satisfy all of the Conversion Obligation in cash provided that the Company notifies such Holder through the Trustee of the dollar amount to be satisfied in cash at any time on or before the final day of the Cash Settlement Notice Period. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth in (a) above except that the “Cash Settlement Averaging Period” shall be the 5 Trading Day period beginning on the first Trading Day immediately after the Stated Maturity. If the Company timely elects to pay cash for any portion of the shares of Common Stock otherwise issuable to the Holder, the Holder may retract the Conversion Notice at any time during the Conversion Retraction Period; no such retraction may be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares (other than cash in lieu of fractional shares). If the conversion notice has not been retracted, then settlement (in cash) will occur on the Business Day following the final day of the Conversion Retraction Period (the "such Cash Settlement Averaging Period"); and (ii) if the Company elects to satisfy a fixed dollar amount (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: (A) such cash amount (the "Cash Amount"), and (B) a number of shares of Applicable Stock equal to the excess, if any, of.

Cash Conversion Option. (a) If In the event that, on or prior to the date that is five days prior to the Stated Maturity of a Security (the "FINAL NOTICE DATE"), a Holder elects to convert all or any portion of a Security into shares of Applicable Common Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted15.01, the Company may choose to deliver shares satisfy all or any portion of Applicable Stock to its conversion obligation (the extent (and only to the extent"CONVERSION OBLIGATION") that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, in cash if the Company will notify notifies such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice written notice of Conversion conversion as specified in Section 4.2 15.02 (such period, the "Cash Settlement Notice PeriodCASH SETTLEMENT NOTICE PERIOD")) of the dollar amount to be satisfied in cash. The If the Company timely elects to pay cash in lieu of all or any portion of the shares of Common Stock otherwise issuable to the Holder, the Holder may retract such Holder's the Conversion Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the a "Conversion Retraction PeriodCONVERSION RETRACTION PERIOD"). With respect to any Notice of Conversion received by ; no such retraction may be made (and a conversion notice shall be irrevocable) if the Company prior does not elect to deliver cash in lieu of all or any portion of the Final Notice Dateshares (other than cash in lieu of fractional shares). If the conversion notice has not been retracted, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of then cash settlement or combined settlement (in a combination of cash and Applicable shares of Common Stock, ) will occur on 84 the Business Day following the final Trading Day of the five Trading Day period beginning on the first Trading Day after the final day of the Conversion Retraction Period (the "CASH SETTLEMENT AVERAGING PERIOD"). Settlement amounts will be computed as set forth belowfollows: (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Holder a number of shares of Common Stock equal to the quotient of the aggregate original Principal Amount of the Securities to be converted divided by the Conversion Price then in effect; (ii) if the Company elects to satisfy the Conversion Obligation in cash, the Conversion Settlement Distribution shall be Company will deliver to such Holder cash in an amount equal to the product of: (A) a number equal to the product quotient of (x) the aggregate principal amount original Principal Amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion RatePrice then in effect, and (B) the average Closing Sale Price of the Applicable Common Stock during the 10 Trading-Day period beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and; (iiiii) if the Company elects to satisfy a fixed dollar amount (other than 100%) portion of the Conversion Obligation in cashcash (the "PARTIAL CASH AMOUNT") and a portion of the Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall consist Company will deliver to such Holder cash in an amount equal to the Partial Cash Amount and a number of shares of Common Stock equal to the quotient of: (A) such cash amount the excess of: (1) the "product of (x) a number equal to the quotient of the aggregate original Principal Amount of Securities to be converted divided by the Conversion Price then in effect and (y) the average Closing Sale Price of the Common Stock during the Cash Settlement Averaging Period, over (2) the Partial Cash Amount"), and; divided by (B) the average Closing Sale Price of the Common Stock during the Cash Settlement Averaging Period. Notwithstanding the foregoing, a number Security in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice exercising such Holder's option to require the Company to repurchase such Security may be converted as described in this Article 15 only if such notice of exercise is withdrawn in accordance with the terms of Article 13 hereof. (b) If a Holder elects to convert all or any portion of a Security into shares of Applicable Common Stock equal after the Final Notice Date, the Company may choose to satisfy all or any portion of the excessConversion Obligation in cash provided that the Company notifies such Holder through the Trustee of the cash settlement or combined settlement, if anyincluding the percentage of any combined settlement to be satisfied in cash, ofat any time on or before the final day of the Cash Settlement 85

Cash Conversion Option. (a) If a Holder elects to convert all or any portion of a Security Note into shares of Applicable Common Stock as set forth in Section 4.1 12.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Stated Maturity Date (the "Final Notice DateFINAL NOTICE DATE"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted, the Company may choose to deliver shares satisfy all or any portion of Applicable Stock to the extent (and only to the extent) that the its Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually convertedObligation in cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice of Conversion as specified in Section 4.2 12.2 (such period, the "Cash Settlement Notice PeriodCASH SETTLEMENT NOTICE PERIOD"). The If the Company elects to pay cash for any portion of the shares otherwise issuable to the Holder, the Holder may retract such Holder's Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION PERIOD"); no such retraction can be made (and a Notice of Conversion Retraction Period"shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement DistributionCONVERSION SETTLEMENT DISTRIBUTION" for any Security Note subject to such Notice of Conversion shall consist of cash cash, Common Stock or a combination of cash and Applicable Stockthereof, as selected by the Company as set forth below: (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to the aggregate original principal amount of the Notes to be converted divided by the Conversion Price; (ii) if the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of: (A) a number equal to the product of (x) the aggregate principal amount of Securities Notes to be converted divided by 1,000 multiplied by (y) the Conversion RatePrice, and (B) the average Closing Market Price of the Applicable Common Stock during the 10 Trading-Trading Day period beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging PeriodCASH SETTLEMENT AVERAGING PERIOD"); and (iiiii) if the Company elects to satisfy a fixed dollar amount portion (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: of (A1) such cash amount (the "Cash AmountCASH AMOUNT"), and ) and (B2) a number of shares of Applicable Common Stock equal to the excess, if any, ofof the number of shares calculated as set forth in clause (i) above over the number of shares equal to the sum, for each day of the Cash Settlement Averaging Period, of (x) 10% of the Cash Amount, divided by (y) the Market Price of the Common Stock on such day. (b) At any time on or before any Final Notice Date, the Company will notify the Trustee whether it intends to satisfy all or any portion of the Conversion Obligation with respect to conversions of Notes for which the Company receives a Notice of Conversion after such Final Notice Date and the dollar amount to be satisfied in cash (which must be expressed either as 100% or as a fixed dollar amount). In such case, the applicable Conversion Settlement Distribution will be computed in the same manner as set forth in clause (a) above except that the Cash Settlement Averaging Period shall be the 10 Trading Days beginning on the first Trading Day following the Company's receipt of the Notice of Conversion. Holders shall not be permitted to retract any Notice of Conversion that is delivered after the Final Notice Date.

Cash Conversion Option. (a) If In the event that, on or prior to the date that is five days prior to the Stated Maturity of a Holder Note (the “Final Notice Date”), a Noteholder elects to convert all or any portion of a Security Note into shares of Applicable Common Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted15.01, the Company may choose to deliver shares satisfy all of Applicable Stock to its conversion obligation (the extent (and only to the extent“Conversion Obligation”) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, in cash if the Company will notify notifies such Holder Noteholder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice written notice of Conversion conversion as specified in Section 4.2 15.02 (such period, the "“Cash Settlement Notice Period"”). The Holder If the Company timely elects to pay cash in lieu of shares of Common Stock otherwise issuable to the Noteholder, the Noteholder may retract such Holder's the Conversion Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "a “Conversion Retraction Period"”); no such retraction may be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of the shares (other than cash in lieu of fractional shares). With respect to any Notice If the conversion notice has not been retracted, then cash settlement will occur on the Business Day following the final Trading Day of the five Trading Day period beginning on the first Trading Day after the final day of the Conversion received by Retraction Period (the Company prior to the Final Notice Date, the "Conversion “Cash Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash or a combination of cash and Applicable Stock, Averaging Period”). Settlement amounts will be computed as set forth belowfollows: (i) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Company will deliver to such Noteholder a number of shares of Common Stock equal to (1) the aggregate principal amount of Notes to be converted divided by $1,000, multiplied by (2) the Conversion Rate then in effect; (ii) if the Company elects to satisfy the Conversion Obligation in cash, the Conversion Settlement Distribution shall be Company will deliver to such Noteholder cash in an amount equal to the product of: (A) a number equal to the product of (x1) the aggregate principal amount of Securities Notes to be converted divided by 1,000 $1,000, multiplied by (y2) the Conversion RateRate then in effect, and (B) the average Closing Sale Price of the Applicable Common Stock during the 10 Trading-Cash Settlement Averaging Period; (b) If a Noteholder elects to convert all or any portion of a Note into shares of Common Stock after the Final Notice Date, the Company may choose to satisfy all of the Conversion Obligation in cash provided that the Company notifies such Noteholder through the Trustee of the cash settlement at any time on or before the final day of the Cash Settlement Notice Period. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth in (a) above except that the “Cash Settlement Averaging Period” shall be the 5 Trading Day period beginning on the first Trading Day immediately after the Conversion Retraction Period. If the Company timely elects to pay cash in lieu of the shares of Common Stock otherwise issuable to the Noteholder, the Noteholder may retract the Conversion Notice at any time during the Conversion Retraction Period; no such retraction may be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of the shares (other than cash in lieu of fractional shares). If the conversion notice has not been retracted, then cash settlement will occur on the Business Day following the final day of the Conversion Retraction Period (the "such Cash Settlement Averaging Period"); and (ii) if the Company elects to satisfy a fixed dollar amount (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of: (A) such cash amount (the "Cash Amount"), and (B) a number of shares of Applicable Stock equal , with respect to the excessNotes subject to such conversion, if any, ofsuch Business Day shall constitute the final Maturity Date (notwithstanding anything herein to the contrary).