Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when a Holder surrenders a Note for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders Securities for conversion prior to the Maturity Date of the Securities the Company: (i) has designated a Note financial institution, which shall be a direct or indirect Depositary participant (a “Designated Institution”), to accept such Securities in exchange for cash and shares of Common Stock, if any, equal to the consideration due upon conversion as provided in Section 5.03; and (ii) notifies the Holder surrendering such Securities for conversion by the second Trading Day after the applicable Conversion Date, that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may, at its election, may direct the Conversion Agent to surrendersurrender such Securities, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all commencement of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversionapplicable Conversion Reference Period, all in accordance with Section 13.02. By to the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes Designated Institution for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will shall deliver the cash and shares of Common Stock (and cash in lieu of fractional shares) due upon conversion Stock, if any, to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall will deliver such cash and shares of Common Stock (and cash in lieu of fractional shares ) Stock, if any, to such Holder on the third Business Day immediately following the relevant last day of the applicable Conversion Date)Reference Period. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c5.02(c), convert such Securities into cash and shares of Common Stock, if any, in accordance with the provisions of Section 5.02 and Section 5.03. The For the avoidance of doubt, in no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 5.15 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it Securities for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders Securities for conversion prior to the Maturity Date of the Securities the Company: (i) has designated a Note financial institution, which shall be a direct or indirect Depositary participant (a “Designated Institution”), to accept such Securities in exchange for cash and shares of Common Stock, if any, equal to the consideration due upon conversion as provided in Section 5.03; and (ii) notifies the Holder surrendering such Securities for conversion by the second Trading Day after the applicable Conversion Date, that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may, at its election, may direct the Conversion Agent to surrendersurrender such Securities, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all commencement of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversionapplicable Conversion Reference Period, all in accordance with Section 13.02. By to the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes Designated Institution for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will shall deliver the cash and shares of Common Stock (and cash in lieu of fractional shares) due upon conversion Stock, if any, to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall will deliver such cash and shares of Common Stock (and cash in lieu of fractional shares ) Stock, if any, to such Holder on the third Business Day immediately following the relevant last day of the applicable Conversion Date)Reference Period. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c5.02(c), convert such Securities into cash and shares of Common Stock, if any, in accordance with the provisions of Section 5.02 and Section 5.03. The For the avoidance of doubt, in no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 5.16 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it Securities for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder holder surrenders a Note its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately 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 financial institution Designated Institution must agree to deliver timely deliver, in exchange for such Notes, all of the shares of Common Stock (and stock and/or cash in lieu of fractional shares) that would otherwise be due upon conversionconversion as described in Section 15.02 above and in respect of which the Company has notified converting Noteholders. If the Company makes the election described above, all in accordance with Section 13.02. By the Company shall, by the close of business on the second Business Day immediately following the relevant Conversion DateDate 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 Holder surrendering Notes for conversion Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that the Company has directed elected with respect to such conversion and the designated financial institution to make an exchange in lieu relevant deadline for delivery of conversion. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) consideration due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date)conversion. Any Notes exchanged by the designated financial institution Designated Institution will remain outstanding. . (a) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration due upon conversion to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c15.02(e). The , convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.02. (b) For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 15.11 require the financial institution Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13anything herein to the contrary, when a Holder surrenders a Note Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver to the Conversion Agent for delivery to such Holder, in exchange for such NotesNotes to be delivered to such designated institution by the Conversion Agent, all of the cash and shares of Common Stock (and cash in lieu of fractional shares) Stock, if any, equal to the consideration otherwise due upon conversion, all in accordance with Section 13.02as provided under this Article 5 (assuming for this purpose and for the purpose of determining the related Observation Period that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), at the sole option of the designated institution and as is designated to the Conversion Agent by the Company. By the close of business on the second Business Trading Day immediately following preceding the relevant Conversion Datestart of the Observation Period, the Company shall will notify the Holder surrendering Notes for conversion that the Company it has directed the designated financial institution to make an exchange in lieu of conversion. conversion and such designated institution will be required to notify the Conversion Agent, who will then notify the Holder, whether it will deliver, upon exchange, all cash or a combination of cash and shares of Common Stock (b) by the Company’s specifying a Cash Percentage as provided under this Article 5). If the designated financial institution accepts any such Notes, it will deliver cash and, if applicable, the appropriate number of shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, Conversion Agent on the date such cash and the Transfer Agent shall deliver such shares of Common Stock (Stock, if any, would otherwise be due as set forth in this Article 5 and the Conversion Agent will promptly deliver the cash in lieu of fractional and those shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date)Holders. Any Notes exchanged by the designated financial institution will remain outstandingOutstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration, or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on shall, no later than the third Business Day immediately following the relevant last day of the related Observation Period, convert the Notes into cash and shares of Common Stock, if any, in accordance with this Article 5 (based on such assumed Conversion Date) Date as set forth in Section 13.02(cdescribed above and the specified Cash Percentage as described above). The Company’s designation of a financial an institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so)Notes. The Company may, but will not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the designated institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder Noteholder surrenders a Note its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately 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 financial institution Designated Institution must agree to timely deliver to the Conversion Agent for delivery to the Noteholder, in exchange for such Notes, all of the shares of Common Stock (and stock and/or cash in lieu of fractional shares) that would otherwise be due upon conversionconversion pursuant to Section 5.02 and in respect of which the Company has notified converting Noteholders. If the Company makes the election provided for in this Section 5.11, all in accordance with Section 13.02. By the Company shall, by the close of business on the second Business Day immediately following the relevant Conversion DateDate as part of its Settlement Notice, notify the Noteholder surrendering its Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Holder surrendering Notes for conversion Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that the Company has directed elected with respect to such conversion and the designated financial institution to make an exchange in lieu relevant deadline for delivery of conversion. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) consideration due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date)conversion. Any Notes exchanged by the designated financial institution Designated Institution will remain outstandingOutstanding. If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration due upon conversion to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall shall, as promptly as practical thereafter, convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the Notes and deliver shares or Common Stock (and cash provisions of Section 5.02. For the avoidance of doubt, in lieu of fractional shares) due upon conversion on no event will the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 5.11 require the financial institution Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so)for exchange. The Company may, but will not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders a Note Notes for conversion, the Company mayCompany: (i) has designated a financial institution, at its electionwhich shall be a direct or indirect Depositary participant (a “Designated Institution”), direct to accept such Notes in exchange for cash and shares of Common Stock, if any, equal to the consideration due upon conversion as provided in Section 5.03; and (ii) notifies the Holder surrendering such Notes for conversion, the Trustee and the Conversion Agent by the Close of Business on the second Business Day after the applicable Conversion Date, that it has directed the Designated Institution to surrendermake an exchange in lieu of conversion, then, notwithstanding anything in the Indenture to the contrary, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify may direct the Holder surrendering Conversion Agent in writing to surrender such Notes to the Designated Institution for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesNotes surrendered for exchange, it will shall deliver the cash and shares of Common Stock, if any, or a combination of cash and shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall will deliver such cash and/or shares of Common Stock (and cash in lieu of fractional shares ) Stock, as the case may be, to such Holder on in accordance with the third Business Day immediately following the relevant Conversion Date)provisions of Section 5.03. Any Notes so exchanged by such Designated Institution shall remain outstanding for all purposes under the designated financial institution will remain outstanding. Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall as soon as practicable convert such Notes into cash and shares of Common Stock, if any, in accordance with the Notes provisions of Section 5.02 and deliver shares or Common Stock (and cash 5.03. For the avoidance of doubt, in lieu of fractional shares) due upon conversion on no event will the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 5.04 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so)for exchange. The Company may, but will not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder Noteholder surrenders a Note its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately 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 financial institution Designated Institution must agree to timely deliver to the Conversion Agent for delivery to the Noteholder, in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) that would otherwise be due upon conversion, all conversion pursuant to Section 10.02 (the “Exchange Consideration”) and in accordance with Section 13.02respect of which the Company has notified converting Noteholders. By the close Close of business Business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that the Company it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion and such Designated Institution shall be required to notify the Conversion Agent that it shall deliver, upon exchange, the applicable Exchange Consideration. The Company shall concurrently notify the Designated Institution of the relevant deadline for delivery of the consideration due upon conversion. (b) . If the designated financial institution Designated Institution accepts any such Notes, it will shall deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion applicable Exchange Consideration to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) exchange consideration to such Holder on the third Business Day immediately following the relevant Conversion Date)Holder. Any Notes exchanged by the designated financial institution Designated Institution will remain outstanding. If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) applicable Exchange Consideration due upon conversion to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall shall, as promptly as practical thereafter, convert the such Notes and deliver into shares or of Common Stock (and cash in lieu accordance with the provisions of fractional shares) due upon conversion on Section 10.02. For the third Business Day immediately following avoidance of doubt, in no event will the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 10.11 require the financial institution Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so)for exchange. The Company may, but will not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of anything in this Article 13Indenture to the contrary, when a Holder surrenders a Note Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion DateDate (assuming for purposes of this Section 13.14 that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Notes to a financial institution designated by the Company (a “Financial Institution”) for exchange in lieu of conversion. . (b) In order to accept any such Notes surrendered for conversion, the designated financial institution Financial Institution must agree to deliver deliver, in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) equal to the consideration due upon conversionconversion under Section 13.01(a), all together with any cash payments (or common stock in accordance with lieu thereof) representing the Make-Whole Payment pursuant to Section 13.02. 14.01 or any additional shares of Common Stock representing the Fundamental Change Make-Whole Premium pursuant to Section 13.01(e) (the “Exchange Settlement Property”). (c) By the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall must notify the Holder surrendering Notes for conversion that the Company it has directed the designated financial institution Financial Institution to make an exchange in lieu of conversionconversion and the Financial Institution shall be required to notify the Conversion Agent whether it will deliver the Exchange Settlement Property upon exchange. (bd) If the designated financial institution Financial Institution accepts any such Notes, it will shall deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion Exchange Settlement Property to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) Exchange Settlement Property to such the applicable Holder on no later than the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will Financial Institution shall remain outstanding. Outstanding. (e) If the designated financial institution Financial Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration, or if such designated financial institution the Financial Institution does not accept the Notes for exchange, the Company shall convert deliver such conversion consideration as if the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c)Company had not made an exchange election. The Company’s designation of a financial institution the Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes (unless Notes. The Company shall not pay any consideration to, or otherwise enter into any agreement with, the financial institution has separately made an agreement designated as the Financial Institution for or with the Company respect to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder holder surrenders a Note its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately 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 financial institution Designated Institution must agree to deliver timely deliver, in exchange for such Notes, all of cash, the shares of Common Stock (or a combination of cash and cash in lieu of fractional shares) Common Stock that would otherwise be due upon conversionconversion 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 described above, all in accordance with Section 13.02. By the Company shall, by the close of business on the second Business Day immediately following the relevant Conversion DateDate 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 Holder surrendering Notes for conversion Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that the Company has directed elected with respect to such conversion and the designated financial institution to make an exchange in lieu relevant deadline for delivery of conversion. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) consideration due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date)conversion. Any Notes exchanged by the designated financial institution Designated Institution will remain outstanding. . (a) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration due upon conversion to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c15.02(e). The , convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 15.02. (b) For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 15.11 require the financial institution Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders Securities for conversion prior to the Stated Maturity of the Securities the Company: (i) has designated a Note financial institution (a “Designated Institution”) to accept such Securities in exchange for shares of Common Stock and cash, as applicable, equal to the consideration due upon conversion as provided in Section 7.02; and (ii) notifies the Holder surrendering such Securities for conversion by the Close of Business on the Trading Day immediately preceding the start of the applicable Observation Period, that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may, at its election, may direct the Conversion Agent to surrendersurrender such Securities, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all commencement of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By applicable Observation Period to the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes Designated Institution for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will shall notify the Conversion Agent of the terms of such exchange and shall deliver cash and, if applicable, the appropriate number of shares of Common Stock (and cash Stock, as specified in lieu of fractional shares) due upon conversion Section 7.02 to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall deliver such the cash and shares of Common Stock (and cash Stock, as applicable, to the Holder, within the time period specified in lieu of fractional shares ) Section 7.02(j), which delivery shall be deemed to satisfy the Company’s conversion obligations under this Article 7 with respect to such Holder on the third Business Day immediately following the relevant Conversion Date)Holder. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. Outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c7.02(j). The , convert such Securities into cash and shares of Common Stock, as applicable, in accordance with the provisions of Section 7.02. (d) For the avoidance of doubt, in no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 7.12 require the such financial institution to accept any Notes Securities for exchange (unless the financial institution has separately made an agreement with the Company to do soCompany). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision anything to the contrary in this Article 5, and subject to the terms of this Article 13Section 5.08, when a Holder surrenders if a Note is submitted for conversion, the Company may, at its may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated by the Company. To make such election, direct the Company must send notice of such election to the Holder of such Note, the Trustee and the Conversion Agent to surrender, before the Close of Business on or prior to the second Business Day immediately following the relevant Conversion Date for such Note. If the Company has made such election, then: (A) no later than the Business Day immediately following such Conversion Date, the Company must deliver such Notes Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions, if applicable), to a financial institution designated by the Company for that has agreed to deliver such Conversion Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5; (B) if such Note is a Global Note, then such designated institution will send written confirmation to the Company promptly after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such conversion to the Holder of such Note; and (C) such Note will not cease to be outstanding by reason of such exchange in lieu of conversion. In order to accept any Notes surrendered for conversion; provided, the designated however, that if such financial institution must agree does not accept such Note or fails to timely deliver in exchange for such NotesConversion Consideration, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By the close of business on the second Business Day immediately following the relevant Conversion Date, then the Company shall notify will be responsible for delivering such Conversion Consideration in the Holder surrendering Notes for conversion that manner and at the time provided in this Article 5 as if the Company has directed the designated financial institution had not elected to make an exchange in lieu of conversion. (b) If . The Company, the Conversion Agent and the Holders surrendering the notes for conversion will cooperate to cause such Notes to be delivered to the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the Transfer Conversion Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) will be entitled to such Holder conclusively rely on the third Business Day immediately following the relevant Conversion Date)Company’s instructions in connection with effecting any exchange election and will have no liability for such exchange election outside of its control. Any Notes exchanged by the designated financial institution will remain outstanding. If , notwithstanding the designated financial institution agrees to accept any Notes for exchange but does not timely deliver the related shares surrender of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on will be subject to the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionDepositary Procedures.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders Notes for conversion prior to the Maturity Date of the Notes, the Company: (i) has designated a Note financial institution, which shall be a direct or indirect Depositary participant (a “Designated Institution”), to accept such Notes in exchange for shares of Common Stock (including cash for any fractional shares) due upon conversion as provided in Section 5.03; and (ii) notifies the Holder surrendering such Notes for conversion by the second Trading Day after the applicable Conversion Date, that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, surrender such Notes to a financial institution designated by the Company Designated Institution for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesNotes surrendered for exchange, it will shall deliver the shares of Common Stock (and including cash in lieu of for any fractional shares) due upon conversion to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall will deliver such shares of Common Stock (and including cash in lieu of for any fractional shares shares) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any Notes so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 5.03(c), convert the such Notes and deliver into shares or of Common Stock (and including cash in lieu of for any fractional shares) due upon conversion on in accordance with the third Business Day immediately following provisions of Section 5.03. For the relevant Conversion Date) as set forth avoidance of doubt, in Section 13.02(c). The no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 5.02 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note Debentures for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes Debentures to a financial institution designated by the Company for exchange in lieu of conversionconversion (a “Designated Institution”). In order to accept any Notes surrendered for conversionIf the Company so elects, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By then by the close of business on the second Business Trading Day immediately following after the relevant Conversion Date, the Company shall notify the Holder surrendering Notes Debentures for conversion that the Company it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion. If such Designated Institution determines to accept the Debentures surrendered for conversion, it shall notify the Conversion Agent whether it shall deliver, upon exchange, all cash, all shares of Common Stock or a combination of cash and shares of Common Stock in accordance with the provisions of Section 14.02. (b) If In order to accept any Debentures surrendered for conversion, the designated financial institution accepts any Designated Institution must agree to deliver, in exchange for such NotesDebentures, it will deliver the all cash, shares of Common Stock (or a combination of cash and cash in lieu shares of fractional shares) Common Stock due upon conversion in accordance with the provisions of Section 14.02, at the sole option of the Designated Institution and as is designated by the Conversion Agent to the Transfer AgentCompany. (c) If the Designated Institution accepts Debentures surrendered for exchange under this Section 14.13, it shall deliver such cash, shares of Common Stock or a combination of cash and shares of Common Stock in accordance with the provisions of ‎Section 14.02 to the Conversion Agent and the Transfer Conversion Agent shall deliver such cash and/or shares of Common Stock (and cash to the Holder, within the time period specified in lieu of fractional shares ) ‎Section 14.02(c), which delivery shall be deemed to satisfy the Company’s Conversion Obligation with respect to such Holder on the third Business Day immediately following the relevant Conversion Date)Holder. Any Notes Debentures so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (d) If the designated financial institution Designated Institution agrees to accept any Notes Debentures for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Debentures for exchange, the Company shall convert such Debentures into cash and/or shares of Common Stock, in accordance with the Notes and deliver shares or Common Stock provisions of Section 14.02. (and cash e) For the avoidance of doubt, in lieu of fractional shares) due upon conversion on no event will the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 14.13 require the such financial institution to accept any Notes Debentures for exchange. (unless the financial institution has separately made an agreement with the Company to do so). f) The Company may, but will shall not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately 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 financial institution Designated Institution must agree to deliver timely deliver, in exchange for such Notes, all of the shares of Common Stock (and stock and/or cash in lieu of fractional shares) that would otherwise be due upon conversionconversion as described in Section 1702 above and in respect of which the Company has notified to converting Holders. If the Company makes the election described above, all in accordance with Section 13.02. By the Company shall, by the close of business on the second Business Day immediately following the relevant Conversion DateDate 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 Holder surrendering Notes for conversion Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that the Company has directed elected with respect to such conversion and the designated financial institution to make an exchange in lieu relevant deadline for delivery of conversion. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) consideration due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date)conversion. Any Notes exchanged by the designated financial institution Designated Institution will remain outstanding. If Outstanding. (b) the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration due upon conversion to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c). The 1702, convert such Notes into cash and/or shares of Class A Common Stock, as applicable in accordance with the provisions of Section 1702. (c) For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 1711 require the financial institution Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13anything herein to the contrary, when a Holder surrenders a Note Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Scheduled Trading Day immediately following preceding the relevant Conversion Datefirst Trading Day of the applicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver pay to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02as provided under this Article 14. By the close of business on the second Business Scheduled Trading Day immediately following preceding the relevant Conversion Datefirst Trading Day of the applicable Observation Period, the Company shall notify the Holder surrendering Notes for conversion that the Company it has directed the designated financial institution to make an exchange in lieu of conversion. (b) . If the designated financial institution accepts any such Notes, it will deliver pay the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Conversion Agent, and the Transfer Conversion Agent shall deliver will pay such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date)last Trading Day of the applicable Observation Period. Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely deliver pay the related shares of Common Stock (and cash in lieu of fractional shares) cash, or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and deliver shares or Common Stock (and pay the cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth last day of the applicable Observation Period, in Section 13.02(c)accordance with this Article 14. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do soCompany). The Company may, but will is not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders Securities for conversion prior to the Stated Maturity of the Securities the Company: (i) has designated a Note financial institution (a “Designated Institution”) to accept such Securities in exchange for shares of Common Stock and cash, as applicable, equal to the consideration due upon conversion as provided in Section 9.03; and (ii) notifies the Holder surrendering such Securities for conversion by the close of business on the Trading Day immediately preceding the start of the applicable Observation Period, that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may, at its election, may direct the Conversion Agent to surrendersurrender such Securities, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all commencement of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By applicable Observation Period to the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes Designated Institution for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will deliver shall notify the Conversion Agent whether it shall deliver, upon exchange, all cash or a combination of cash and shares of Common Stock (and shall deliver cash and, if applicable, the appropriate number of shares of Common Stock, as specified in lieu of fractional shares) due upon conversion Section 9.03 to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall deliver such the cash and shares of Common Stock (and cash Stock, as applicable, to the Holder, within the time period specified in lieu of fractional shares ) Section 9.02(d), which delivery shall be deemed to satisfy the Company’s conversion obligations under this Article 9 with respect to such Holder on the third Business Day immediately following the relevant Conversion Date)Holder. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. Outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c9.02(d). The , convert such Securities into cash and shares of Common Stock, as applicable, in accordance with the provisions of Section 9.02 and Section 9.03. (d) For the avoidance of doubt, in no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 9.13 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it Securities for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a one or more financial institution institutions designated by the Company (each, a “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 financial institution Designated Institution(s) must agree to deliver timely deliver, in exchange for such Notes, all of the cash and shares of Common Stock (and cash in lieu of fractional shares) Stock, if any, that would otherwise be due upon conversionconversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”). If the Company makes the election described above, all in accordance with Section 13.02. By the Company shall, by the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it has made such election. In addition, the Company has directed shall concurrently notify the designated financial institution to make an exchange in lieu Designated Institution(s) of conversion. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant deadline for delivery of the Conversion Date)Consideration. Any Notes exchanged by the designated financial institution Designated Institution(s) will remain outstanding. . (a) If the designated financial institution any Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) Conversion Consideration to the Conversion Agent, or if such designated financial institution Designated Institution does not accept the such Notes for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c14.02(c). The , convert such Notes into cash and shares of Common Stock, if any, in accordance with the provisions of Section 14.02. (b) For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require the financial institution such Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversionconversion (a “Designated Institution”). In order to accept any Notes surrendered for conversionIf the Company so elects, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By then by the close of business on the second Business Trading Day immediately following after the relevant Conversion Date, the Company shall notify the Conversion Agent and the Holder surrendering Notes for conversion that the Company has directed the designated financial institution Designated Institution to make an exchange in lieu of conversionconversion and the Company shall notify the Conversion Agent whether the Designated Institution shall deliver, upon exchange, all cash, all shares of Common Stock or a combination of cash and shares of Common Stock in accordance with the provisions of Section 14.02. (b) If In order to accept any Notes surrendered for conversion, the designated financial institution accepts any Company shall cause the Designated Institution to agree with the Company to deliver, in exchange for such Notes, it will deliver the all cash, shares of Common Stock (or a combination of cash and cash in lieu share of fractional shares) Common Stock due upon conversion in accordance with the provisions of Section 14.02, at the sole option of the Designated Institution and as is notified to the Transfer AgentConversion Agent by the Company. (c) If the Designated Institution accepts Notes surrendered for exchange under this Section 14.13, the Company shall cause such Designated Institution to deliver such cash, shares of Common Stock or a combination of cash and share of Common Stock in accordance with the provisions of Section 14.02 to the Conversion Agent (or otherwise coordinate delivery of Common Stock in accordance with book-entry provisions), and the Transfer Conversion Agent shall deliver such cash and/or shares of Common Stock to the Holder, within the time period specified in Section 14.02(d) (and cash it being understood that delivery of Common Stock will be coordinated by the Company in lieu of fractional shares ) accordance with book-entry procedures, if applicable). Such delivery shall be deemed to satisfy the Company’s Conversion Obligation with respect to such Holder on the third Business Day immediately following the relevant Conversion Date)Holder. Any Notes so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (d) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall convert such Notes into cash and/or shares of Common Stock, in accordance with the Notes and deliver shares or Common Stock provisions of Section 14.02. (and cash e) For the avoidance of doubt, in lieu of fractional shares) due upon conversion on no event will the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 14.13 require the such financial institution to accept any Notes for exchange. (unless the financial institution has separately made an agreement with the Company to do so). f) The Company may, but will shall not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders a Note Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the second Business Day immediately following Stated Maturity of the relevant Conversion Date, such Notes to Securities the Company: (i) has entered into an agreement with a financial institution Financial Institution designated by the Company for exchange in lieu of conversion. In order to (a “Designated Institution”) under which the Designated Institution may accept any Notes surrendered for conversion, the designated financial institution must agree to deliver such Securities in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) cash, as applicable, equal to the consideration due upon conversion, all conversion as provided in accordance with Section 13.02. By 6.03; and (ii) notifies the Holder surrendering such Securities for conversion by the close of business on the second Business Day immediately following the relevant Conversion DateDate that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company shall notify may direct the Holder surrendering Notes Conversion Agent to surrender such Securities to the Designated Institution for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will shall deliver the number of shares of Common Stock (and cash the amount of cash, as applicable, specified in lieu of fractional shares) due upon conversion Section 6.03 to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall deliver such shares of Common Stock (and cash cash, as applicable, to the Holder, within the time periods specified in lieu of fractional shares ) Section 6.02(d), which delivery shall be deemed to such Holder on satisfy the third Business Day immediately following Company’s conversion obligations under this Article 6 with respect to the relevant Conversion Date)surrendered Securities. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. Outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Company shall shall, as promptly as practicable thereafter, convert the Notes and deliver such Securities into shares or of Common Stock and cash, as applicable, in accordance with the provisions of Section 6.02 and Section 6.03. (and cash d) For the avoidance of doubt, in lieu of fractional shares) due upon conversion on no event will the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution Financial Institution pursuant to which the Notes may be submitted for exchange does not this Section 6.14 require the financial institution such Financial Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it Securities for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders Notes for conversion prior to the Maturity Date of the Notes, the Company: (i) has designated a Note financial institution, which shall be a direct or indirect Depositary participant (a “Designated Institution”), to accept such Notes in exchange for the cash, shares of Common Stock or combination of cash and shares of Common Stock (including cash for any fractional shares) due upon conversion as provided in Section 5.03; and (ii) notifies the Holder surrendering such Notes for conversion by the second Trading Day after the applicable Conversion Date, that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, surrender such Notes to a financial institution designated by the Company Designated Institution for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesNotes surrendered for exchange, it will shall deliver the cash, shares of Common Stock or a combination of cash and shares of Common Stock (and including cash in lieu of for any fractional shares) due upon conversion ), to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall will deliver such cash, shares of Common Stock or a combination of cash and shares of Common Stock (and including cash in lieu of for any fractional shares shares) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any Notes so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 5.03(c), convert the such Notes into cash, shares of Common Stock or a combination of cash and deliver shares or of Common Stock (and including cash in lieu of for any fractional shares) due upon conversion on in accordance with the third Business Day immediately following provisions of Section 5.03. For the relevant Conversion Date) as set forth avoidance of doubt, in Section 13.02(c). The no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 5.02 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders Securities for conversion prior to the Maturity Date of the Securities the Company: (i) has designated a Note financial institution, which shall be a direct or indirect Depositary participant (a “Designated Institution”), to accept such Securities in exchange for cash and shares of Common Stock, if any, equal to the consideration due upon conversion as provided in Section 5.03; and (ii) notifies the Holder surrendering such Securities for conversion by the second Trading Day after the applicable Conversion Date, that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may, at its election, may direct the Conversion Agent to surrendersurrender such Securities, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all commencement of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversionapplicable Observation Period, all in accordance with Section 13.02. By to the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes Designated Institution for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will shall deliver the cash and shares of Common Stock (and cash in lieu of fractional shares) due upon conversion Stock, if any, to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall will deliver such cash and shares of Common Stock (and cash in lieu of fractional shares ) Stock, if any, to such Holder on the third second Business Day immediately following the relevant Conversion Date)last day of the applicable Observation Period. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c5.02(c), convert such Securities into cash and shares of Common Stock, if any, in accordance with the provisions of Section 5.02 and Section 5.03. The For the avoidance of doubt, in no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 5.16 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it Securities for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note its Notes 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 to a financial institution designated by the Company (the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution Designated Financial Institution must agree to deliver timely pay, in exchange for such NotesNotes (together with such Holder’s Conversion Notice and, all of if required, appropriate endorsements and transfer documents), the shares of Common Stock (and cash in lieu of fractional shares) that would otherwise be due upon conversionconversion pursuant to Section 4.01 (the “Conversion Consideration”) and in respect of which the Company has notified converting Holders. If the Company makes an Exchange Election, all in accordance with Section 13.02. By the close Company will, by the Close of business Business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering its Notes for conversion that it has made such an Exchange Election and will notify the Company has directed Designated Financial Institution of the designated financial institution to make an exchange in lieu relevant deadline for delivery of conversionthe Conversion Consideration. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion Subject to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any sentence, any Notes exchanged by the designated financial institution Designated Financial Institution will remain outstanding. If the designated financial institution Designated Financial Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, or if such designated financial institution Designated Financial Institution does not accept the Notes for exchange, the Company shall convert will deliver the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on as if the third Business Day immediately following Company had not made an Exchange Election. (c) For the relevant Conversion Date) as set forth avoidance of doubt, in Section 13.02(c). The no event will the Company’s designation of a financial institution Designated Financial Institution pursuant to which the Notes may be submitted for exchange does not this Section 4.04 require the financial institution Designated Financial Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the second Business Trading Day immediately following the relevant Conversion Date, such Notes to a one or more financial institution institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution Designated Financial Institution(s) must agree to deliver timely pay and deliver, as the case may be, in exchange for such Notes, all cash up to the aggregate principal amount of such Notes and the cash, shares of Common Stock (and cash or combination thereof, at the Company’s election, in lieu respect of fractional shares) the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversionconversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, all in accordance with Section 13.02. By the Company shall, by the close of business on the second Business Trading Day immediately following the relevant Conversion Date, notify in writing the Company shall notify Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has directed made the designated financial institution Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the applicable Cash Percentage. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to make an exchange cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in lieu of conversionconnection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion Any Notes delivered to the Transfer Agent, and the Transfer Agent Designated Financial Institution(s) shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely deliver pay and deliver, as the case may be, the related shares of Common Stock (and cash in lieu of fractional shares) Conversion Consideration, or if such designated financial institution Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall convert pay and deliver, as the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following case may be, the relevant Conversion DateConsideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) as set forth in Section 13.02(c). The Company’s designation of a financial institution any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require the financial institution such Designated Financial Institution(s) to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionNotes.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision anything to the contrary in this Article 5, and subject to the terms of this Article 13Section 5.08, when a Holder surrenders if a Note is submitted for conversion, the Company may, at its may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated by the Company. To make such election, direct the Company must send written notice of such election to the Holder of such Note, the Trustee and the Conversion Agent to surrender, before the Close of Business on or prior to the second Business Day immediately following the relevant Conversion Date for such Note. If the Company has made such election, then: (A) no later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent to deliver) such Notes Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions, if applicable), to a financial institution designated by the Company for that has agreed to deliver such Conversion Consideration (or such other amount agreed to by the Holder and the financial institution) in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5; (B) if such Note is a Global Note, then (i) such designated institution will send written confirmation to the Conversion Agent promptly after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such conversion to the Holder of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s custodian with the Depositary to confirm receipt of the same; and (C) such Note will not cease to be outstanding by reason of such exchange in lieu of conversion. In order to accept any Notes surrendered for conversion; provided, the designated however, that if such financial institution must agree does not accept such Note or fails to timely deliver the Conversion Consideration (or such other amount agreed to by the Holder and the financial institution) as set forth in exchange for such NotesSection 5.08(A), all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By the close of business on the second Business Day immediately following the relevant Conversion Date, then the Company shall notify will be responsible for delivering the Holder surrendering Notes for conversion that Conversion Consideration in the manner and at the time provided in this Article 5 as if the Company has directed the designated financial institution had not elected to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Conversion Agent will be entitled to conclusively rely upon the Company’s designation instruction in connection with effecting such exchange election and will have no liability in respect of a financial institution to which the Notes may be submitted for such exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionelection.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 13, time when a Holder surrenders a Note Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the second Business Day immediately following Stated Maturity of the relevant Conversion DateSecurities, such Notes to the Company: (i) has entered into an agreement with a financial institution Financial Institution designated by the Company for exchange in lieu of conversion. In order to (a “Designated Institution”) under which the Designated Institution may accept any Notes surrendered for conversion, the designated financial institution must agree to deliver such Securities in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) cash, as applicable, equal to the consideration due upon conversion, all conversion as provided in accordance with Section 13.02. By 6.04; and (ii) notifies the Holder surrendering such Securities for conversion by the close of business on the second Business Day immediately following the relevant Conversion DateDate that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company shall notify may direct the Holder surrendering Notes Conversion Agent to surrender such Securities to the Designated Institution for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will shall deliver the number of shares of Common Stock (and cash the amount of cash, as applicable, specified in lieu of fractional shares) due upon conversion Section 6.04 to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall deliver such shares of Common Stock (and cash cash, as applicable, to the Holder, within the time periods specified in lieu of fractional shares ) Section 6.03(d), which delivery shall be deemed to such Holder on satisfy the third Business Day immediately following Company’s conversion obligations under this Article 6 with respect to the relevant Conversion Date)surrendered Securities. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. Outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Company shall shall, as promptly as practicable thereafter, convert the Notes and deliver such Securities into shares or of Common Stock and cash, as applicable, in accordance with the provisions of Section 6.03 and Section 6.04. (and cash d) For the avoidance of doubt, in lieu of fractional shares) due upon conversion on no event will the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution Financial Institution pursuant to which the Notes may be submitted for exchange does not this Section 6.15 require the financial institution such Financial Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it Securities for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder Debentureholder surrenders a Note Debentures for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following date the relevant Conversion DateAverage Price is determined for such Debentures as set forth under Section 15.02, such Notes Debentures to a financial institution designated by the Company (a "FINANCIAL INSTITUTION") for exchange in lieu of conversion; provided that if, on the date such Debentures are surrendered for conversion, the Debentures are not convertible pursuant to Section 15.01(a) as a result of a Credit Agreement Event, the Company shall so direct the Conversion Agent to surrender such Debentures (to the extent it has not already done so) for exchange in lieu of conversion pursuant to this Section 15.03(a). The Company must notify such Financial Institution of the Applicable Conversion Period for such Debentures. (b) In order to accept any Notes surrendered for conversionsuch Debentures, the designated financial institution Financial Institution must agree to deliver deliver, in exchange for such NotesDebentures, all a number of shares of Common Stock equal to the Conversion Rate in effect at such time, or at its option, cash or any combination of cash and shares of Common Stock in lieu thereof, calculated based on the related Average Price as set forth in Section 15.02(a), plus cash for any fractional shares and any increase to the Conversion Value as a result of the Additional Shares to be added to the Conversion Rate, as set forth in Section 15.01(d), that the Company would have been required to pay pursuant to Section 15.01 if it had converted such Debentures. (c) If the Financial Institution accepts any such Debentures, it will, no later than the third Business Day following the last day of the Applicable Conversion Period for such Debentures, deliver the appropriate number of shares of Common Stock (and cash, if any), or cash in lieu of fractional shares) due upon conversionthereof, all in accordance with Section 13.02to the Conversion Agent and the Conversion Agent will deliver those shares or cash to the Debentureholder. By the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion Such Financial Institution will also deliver cash or additional Net Shares that the Company has directed would have been required to pay such Holder pursuant to Section 15.01(d) if it had converted its Debentures. Any Debentures exchanged by the designated financial institution to make an exchange in lieu of conversionwill remain outstanding. (bd) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes Debentures for exchange but does not timely deliver the related consideration, or the Financial Institution declines to accept such Debentures, the Company will, as promptly as practical thereafter, but not later than the third Business Day following the determination of the Average Price, convert the Debentures and deliver cash and shares of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchangeany, the Company shall convert the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c15.02, subject to the ability of the Company to return such Debentures to the Debentureholders as a result of a Credit Agreement Event that has occurred and is continuing as set forth in Section 15.01(a). The . (e) In no event will the Company’s 's designation of a financial institution Financial Institution pursuant to which the Notes may be submitted for exchange does not this Section 15.03 require the financial institution such Financial Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so)Debentures for exchange. The Company may, but will shall not be obligated to pay any consideration to, or otherwise enter into any arrangement with a separate agreement Financial Institution for or with any designated financial institution that would compensate it for any such transactionrespect to a designation or exchange pursuant to this Section 15.03.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversionconversion (a “Designated Institution”). In order to accept any Notes surrendered for conversionIf the Company so elects, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By then by the close of business on the second Business Trading Day immediately following after the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that the Company it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion. If such Designated Institution determines to accept the Notes surrendered for conversion, it shall notify the Conversion Agent of the type of Conversion Consideration to be paid and delivered, as the case may be. (b) If In order to accept any Notes surrendered for conversion, the designated financial institution accepts any Designated Institution must agree to deliver in exchange for such Notes, it will deliver cash up to the aggregate principal amount of the Notes and cash, shares of Common Stock (or a combination of cash and cash shares of Common Stock, at the Company’s election, in lieu respect of fractional shares) the remainder, if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion in accordance with the provisions of Section 14.02 (the “Conversion Consideration”). (c) If the Designated Institution accepts Notes surrendered for exchange under this Section 14.12, it shall deliver such Conversion Consideration to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall deliver such shares of Common Stock (and cash Conversion Consideration to the Holder, within the time period specified in lieu of fractional shares ) Section 14.02(a), which delivery shall be deemed to satisfy the Company’s Conversion Obligation with respect to such Holder on the third Business Day immediately following the relevant Conversion Date)Holder. Any Notes so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (d) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) Conversion Consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall convert such Notes into the Notes and deliver shares or Common Stock Conversion Consideration in accordance with the provisions of Section 14.02. (and cash e) For the avoidance of doubt, in lieu of fractional shares) due upon conversion on no event will the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require the such financial institution to accept any Notes for exchange. (unless the financial institution has separately made an agreement with the Company to do so). f) The Company may, but will shall not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision anything to the contrary in this Article 5, and subject to the terms of this Article 13Section 5.08, when a Holder surrenders if a Note is submitted for conversion, the Company may, at its election, direct the Conversion Agent may elect to surrender, on or prior arrange to the second Business Day immediately following the relevant Conversion Date, have such Notes to Note exchanged in lieu of conversion by a financial institution designated by the Company (a “Designated Institution”). To make such election, the Company must send notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before the Close of Business on the Business Day immediately following the Conversion Date for exchange such Note (an “Exchange Election”) and shall notify the Designated Institution and the Trustee and the Conversion Agent (if other than the Trustee) of the relevant Settlement Method and the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company has made such election, then: (A) no later than the second Business Day immediately following such Conversion Date, the Company must deliver (or direct the Conversion Agent to deliver) such Notes surrendered for exchange, to the Designated Institution in lieu of conversion. In order to accept any Notes surrendered for conversionexchange, the designated financial institution Designated Institution must agree in writing to timely pay and/or deliver such Conversion Consideration in the manner and at the time the Company would have had to deliver in the same pursuant to this Article 5; and (B) such Note will not cease to be outstanding by reason of such exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversionconversion and such exchange shall be subject to the applicable procedures of the Depositary; provided, all in accordance with Section 13.02. By the close of business on the second Business Day immediately following the relevant however, that if such Designated Institution does not accept such Notes or fails to timely deliver such Conversion DateConsideration, then the Company shall notify will be responsible for delivering such Conversion Consideration in the Holder surrendering Notes for conversion that manner and at the time provided in this Article 5 as if the Company has directed the designated financial institution had not elected to make an exchange in lieu of conversion. (b) If . The Conversion Agent will be entitled to conclusively rely upon the designated financial institution accepts any Company’s instruction in connection with effecting such Notes, it Exchange Election and will deliver the shares have no liability in respect of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c)Exchange Election. The Company’s designation of a financial institution any Designated Institution to which the Notes may be submitted for exchange does not require the financial institution such Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so)Notes. The Company may, but will shall promptly notify in writing the Trustee and the Conversion Agent (if other than the Trustee) if any Notes for which an Exchange Election has been made are not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it accepted by the Designated Institution for any such transactionExchange Election.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second close of business on the Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to deliver timely deliver, in exchange for such Notes, all of the cash, shares of Common Stock (or combination of cash and cash in lieu of fractional shares) Common Stock, at the Company’s election, that would otherwise be due upon conversionconversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes the election described above, all in accordance with Section 13.02. By the Company shall, by the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify in writing the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee), that the Company it has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any made such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agentelection, and the Transfer Agent Company shall deliver such shares concurrently notify the Designated Institution of Common Stock (and cash in lieu of fractional shares ) the Settlement Method with respect to such Holder on the third Business Day immediately following conversion and the relevant deadline for delivery of the Conversion Date)Consideration. Any Notes exchanged by the designated financial institution Designated Institution will remain outstanding. , subject to applicable procedures of the Depositary. (a) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) Conversion Consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall convert shall, within the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth time period specified in Section 13.02(c14.02(c). The , deliver the Conversion Consideration in accordance with the provisions of Section 14.02. (b) For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require the financial institution Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13, when When a Holder surrenders a Note Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversionconversion (a "Designated Institution"). In order to accept any Notes surrendered for conversionIf the Company so elects, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By then by the close of business on the second Business Trading Day immediately following after the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that the Company it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion. If such Designated Institution determines to accept the Notes surrendered for conversion, it shall notify the Conversion Agent whether it shall deliver, upon exchange, all cash, all shares of Common Stock or a combination of cash and shares of Common Stock in accordance with the provisions of Section 14.02. (b) If In order to accept any Notes surrendered for conversion, the designated financial institution accepts any Designated Institution must agree to deliver, in exchange for such Notes, it will deliver the all cash, shares of Common Stock (or a combination of cash and cash in lieu shares of fractional shares) Common Stock due upon conversion in accordance with the provisions of Section 14.02, at the sole option of the Designated Institution. (c) If the Designated Institution accepts Notes surrendered for exchange under this Section 14.12, it shall deliver such cash, shares of Common Stock or a combination of cash and shares of Common Stock in accordance with the provisions of Section 14.02 to the Transfer Agent, Conversion Agent and the Transfer Conversion Agent shall deliver such cash and/or shares of Common Stock (and cash to the Holder, within the time period specified in lieu of fractional shares ) Section 14.02(c), which delivery shall be deemed to satisfy the Company's Conversion Obligation with respect to such Holder on the third Business Day immediately following the relevant Conversion Date)Holder. Any Notes so exchanged by the designated financial institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (d) If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) consideration to the Conversion Agent, or if such designated financial institution the Designated Institution does not accept the such Notes for exchange, the Company shall convert such Notes into cash and/or shares of Common Stock, in accordance with the Notes and deliver shares or Common Stock provisions of Section 14.02. (and cash e) For the avoidance of doubt, in lieu of fractional shares) due upon conversion on no event will the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s 's designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require the such financial institution to accept any Notes for exchange. (unless the financial institution has separately made an agreement with the Company to do so). f) The Company may, but will shall not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 13IX, when a Holder surrenders a Note Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver pay and/or deliver, as applicable, in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.029.02. By the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third second Business Day immediately following the relevant Conversion Date) Date as set forth in Section 13.02(c9.02(c). The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of anything in this Article 13First Supplemental Indenture to the contrary, when a Holder surrenders a Note Debentures for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following commencement of the relevant applicable Conversion DatePeriod, such Notes Debentures to a financial institution designated by the Company (a “Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to deliver in exchange for such Notes, all of the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 13.02. By the close of business on the second Business Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that the Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If In no event will the designated financial institution accepts any such Notes, it will deliver the shares of Common Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the Transfer Agent shall deliver such shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and deliver shares or Common Stock (and cash in lieu of fractional shares) due upon conversion on the third Business Day immediately following the relevant Conversion Date) as set forth in Section 13.02(c). The Company’s designation of a financial institution Financial Institution to which the Notes Debentures may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes Debentures. In order to accept any such Debentures surrendered for conversion, the Financial Institution must agree to deliver, in exchange for such Debentures, the cash and shares of Common Stock, if any, equal to the Conversion Settlement Amount. (unless c) By 5:00 p.m., New York City time, on the financial institution has separately made an agreement with scheduled Trading Day immediately preceding the first Settlement Period Trading Day of the applicable Conversion Period, the Company must notify the Holder surrendering Debentures for conversion that it has directed the Conversion Agent to do so)surrender such Debentures to the Financial Institution for exchange in lieu of conversion. (d) If the Financial Institution accepts any such Securities, it will deliver the Conversion Settlement Amount to the Conversion Agent and the Conversion Agent will deliver the Conversion Settlement Amount to the Holder. Any Debentures exchanged by such Financial Institution will remain outstanding. (e) If such Financial Institution agrees to accept any Debentures for exchange but does not timely deliver the Conversion Settlement Amount, of if such Financial Institution does not accept the Debentures for exchange, the Company will, as promptly as practical thereafter convert the Debentures and deliver the Conversion Settlement Amount to the Holder. (f) The Company may, but will shall not be obligated pay any consideration to, or otherwise enter into any agreement or arrangement with, a separate agreement Financial Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation pursuant to this Section 10.13.