Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. When a holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the shares of Common stock and/or cash that would otherwise be due upon conversion pursuant to Section 15.02 and in respect of which the Company has notified converting Noteholders. If the Company makes the election provided for in this Section 15.11, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement Notice, notify the holder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(e), convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.02. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 require the Designated Institution to accept any Notes for exchange.

Exchange in Lieu of Conversion. When a holder Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the shares of Common stock and/or cash that would otherwise be due upon conversion pursuant to Section 15.02 Sec- tion 6.02 and in respect of which the Company has notified converting NoteholdersHolders. If the Company makes the election provided for in this Section 15.116.11, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement Notice, notify the holder Holder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(e6.02(c), convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.026.02. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 6.11 require the Designated Institution to accept any Notes for exchange.. ARTICLE SEVEN

Exchange in Lieu of Conversion. When a holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the shares of Common stock and/or cash that would otherwise be due upon conversion pursuant to Section 15.02 5.02 and in respect of which the Company has notified converting Noteholders. If the Company makes the election provided for in this Section 15.115.11, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement Notice, notify the holder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(e5.02(e), convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.025.02. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 5.11 require the Designated Institution to accept any Notes for exchange.

Exchange in Lieu of Conversion. When a holder Holder surrenders its Notes any Note for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes Note to a one or more financial institution institutions designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution designated financial institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such NotesNote, the shares of Common stock and/or cash Conversion Consideration that would otherwise be due upon conversion pursuant to Section 15.02 and in this Article 5. To make an Exchange Election with respect of which the Company has notified converting Noteholders. If the Company makes the election provided for in this Section 15.11to any Note, the Company shallmust, by the close Close of business Business on the second Business Day following the relevant Conversion Date as part of its Settlement NoticeDate, notify in writing the holder surrendering its Notes for conversion that it has made such election. In additionTrustee, the Conversion Agent and the Holder of such Note and the Company shall concurrently must notify the Designated Institution designated financial institution(s) of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversionConversion Consideration and the type of Conversion Consideration to be paid or delivered, as the case may be. Any Notes exchanged by the Designated Institution designated financial institution(s) will remain outstanding, subject to the Depositary Procedures, if applicable. If the Designated Institution any financial institution agrees to accept any Notes for exchange but does not timely deliver pay or deliver, as the case may be, the related consideration due upon conversion to the Conversion AgentConsideration, or if the Designated Institution such designated financial institution does not accept such the Notes for exchange, then the Company shall, within the time period specified in Section 15.02(e), convert such Notes into cash and/or shares of Common Stockwill pay or deliver, as applicable in accordance with the provisions of Section 15.02case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to the Indenture as if the Company had not made the exchange election. For the avoidance of doubt, in no event will the The Company’s designation of a Designated Institution pursuant any financial institution(s) to this Section 15.11 which the Notes may be submitted for exchange does not require the Designated Institution such financial institution(s) to accept any Notes for exchangeNotes.

Exchange in Lieu of Conversion. When a holder Noteholder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliverdeliver to the Conversion Agent for delivery to the Noteholder, in exchange for such Notes, the shares of Common stock and/or cash that would otherwise be due upon conversion pursuant to Section 15.02 5.02 and in respect of which the Company has notified converting Noteholders. If the Company makes the election provided for in this Section 15.115.11, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement Notice, notify the holder Noteholder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstandingOutstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(e)as promptly as practical thereafter, convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.025.02. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 5.11 require the Designated Institution to accept any Notes for exchange. The Company will not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. When a holder surrenders its Notes for conversion, the Company may, at its electionelection (the “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the shares of Common stock and/or cash that would otherwise be due upon conversion pursuant to as described in Section 15.02 above and in respect of which the Company has notified to converting Noteholders. If the Company makes the election provided for in this Section 15.11an Exchange Election, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement Notice, notify the holder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(e15.02(c), convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.02. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 require the Designated Institution to accept any Notes for exchange.

Exchange in Lieu of Conversion. When a holder Holder surrenders its Notes any Note for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes Note to a one or more financial institution institutions designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution designated financial institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such NotesNote, the shares of Common stock and/or cash Conversion Consideration that would otherwise be due upon conversion pursuant to Section 15.02 and in this Article 5. To make an Exchange Election with respect of which the Company has notified converting Noteholders. If the Company makes the election provided for in this Section 15.11to any Note, the Company shallmust, by the close Close of business Business on the second Business Day following the relevant Conversion Date as part of its Settlement NoticeDate, notify in writing the holder surrendering its Notes for conversion that it has made such election. In additionTrustee, the Conversion Agent (if other than the Trustee) and the Holder of such Note and the Company shall concurrently must notify the Designated Institution designated financial institution(s) of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversionConversion Consideration and the type of Conversion Consideration to be paid or delivered, as the case may be. Any Notes exchanged by the Designated Institution designated financial institution(s) will remain outstanding, subject to the Depositary Procedures, if applicable. If the Designated Institution any financial institution agrees to accept any Notes for exchange but does not timely deliver pay or deliver, as the case may be, the related consideration due upon conversion to the Conversion AgentConsideration, or if the Designated Institution such designated financial institution does not accept such the Notes for exchange, then the Company shall, within the time period specified in Section 15.02(e), convert such Notes into cash and/or shares of Common Stockwill pay or deliver, as applicable in accordance with the provisions of Section 15.02case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to the Indenture as if the Company had not made the exchange election. For the avoidance of doubt, in no event will the The Company’s designation of a Designated Institution pursuant any financial institution(s) to this Section 15.11 which the Notes may be submitted for exchange does not require the Designated Institution such financial institution(s) to accept any Notes for exchangeNotes.

Exchange in Lieu of Conversion. When a holder surrenders its Notes for conversion, the Company may, at its electionelection (the “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the shares of Common stock Stock and/or cash that would otherwise be due upon conversion pursuant to as described in Section 15.02 above and in respect of which the Company has notified to converting Noteholders. If the Company makes the election provided for in this Section 15.11an Exchange Election, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement Notice, notify the holder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 15.02(e15.02(c), convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.02. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 15.11 require the Designated Institution to accept any Notes for exchange.