Common use of Exchange in Lieu of Repurchase Clause in Contracts

Exchange in Lieu of Repurchase. Notwithstanding any other provision of this Article 15, when a Holder surrenders Notes for repurchase upon a Fundamental Change, the Company may, at its election (a “Repurchase Exchange Election”), direct the Paying Agent to surrender, on or prior to the second Business Day following the Fundamental Change Repurchase Date, such Notes to a financial institution designated by the Company for exchange in lieu of repurchase. In order to accept any Notes surrendered for repurchase, the designated financial institution must agree to pay, in exchange for such Notes, the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date as set forth under Section 15.02 through Section 15.05 above. By the close of business on the Business Day prior to the Fundamental Change Repurchase Date, the Company shall notify the Holder surrendering Notes for repurchase that it has made the Repurchase Exchange Election. Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution accepts any such Notes, it shall pay the Fundamental Change Repurchase Price due upon repurchase of such Notes directly to the Holder of such Notes on the date the Company would have otherwise been required to deliver such consideration. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay the related Fundamental Change Repurchase Price, or if such designated financial institution does not accept the Notes for exchange, the Company shall repurchase the Notes and pay the Fundamental Change Repurchase Price at the time and in the manner required under Section 15.02 through Section 15.05 above as if the Company had not made Repurchase Exchange Election. 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 is not obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Repurchase. Notwithstanding any other provision of this Article 15, when a Holder surrenders Notes for repurchase upon a Fundamental ChangeChange and the Fundamental Change Repurchase Notice is given prior to January 15, 2023, the Company may, at its election (a “Repurchase Exchange Election”)election, direct the Paying Agent to surrender, on or prior to the second Business Day following the Fundamental Change Repurchase Date, such Notes to a financial institution designated by the Company for exchange in lieu of repurchase. In order to accept any Notes surrendered for repurchase, the designated financial institution must agree to pay, in exchange for such Notes, the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date as set forth under Section 15.02 through Section 15.05 above. By the close of business on the Business Day prior to the Fundamental Change Repurchase Date, the Company shall notify the Holder surrendering Notes for repurchase repurchase, the Trustee and the Paying Agent that it has made the Repurchase Exchange Election. Any Notes exchanged by directed the designated financial institution will remain outstandingto make an exchange in lieu of repurchase and that the designated financial institution has agreed to make such exchange in lieu of repurchase. If the designated financial institution accepts any such Notes, it shall pay the Fundamental Change Repurchase Price due upon repurchase of such Notes directly to the Holder of such Notes on the date the Company would have otherwise been required to deliver such consideration. 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 pay the related Fundamental Change Repurchase Price, or if such designated financial institution does not accept the Notes for exchange, the Company shall repurchase the Notes and pay the Fundamental Change Repurchase Price at the time and in the manner required as set forth under Section 15.02 through Section 15.05 above as if the Company had not made Repurchase Exchange Electionan exchange in lieu of repurchase election. 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 is not obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Repurchase. Notwithstanding any other provision of this Article 15, when When a Holder holder surrenders Notes notes for repurchase upon a Fundamental Change, the Company we may, at its our election (a “Repurchase Exchange Electionrepurchase exchange election”), direct the Paying Agent paying agent to surrender, on or prior to the second Business Day business day following the Fundamental Change Repurchase Datefundamental change repurchase date, such Notes notes to a financial institution designated by the Company us for exchange in lieu of repurchase. In order to accept any Notes notes surrendered for repurchase, the designated financial institution must agree to pay, in exchange for such Notesnotes, the Fundamental Change Repurchase Price fundamental change repurchase price on the Fundamental Change Repurchase Date fundamental change repurchase date as set forth under Section 15.02 through Section 15.05 abovedescribed in the indenture. By If we make a repurchase exchange election, we will, by the close of business on the Business Day business day prior to the Fundamental Change Repurchase Datefundamental change repurchase date, the Company shall notify the Holder surrendering Notes its notes for repurchase that it has we have made the Repurchase Exchange Electionrepurchase exchange election. Any Notes notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution accepts any such Notesnotes, it shall pay the Fundamental Change Repurchase Price fundamental change repurchase price due upon repurchase of such Notes notes directly to the Holder holder of such Notes notes on the date the Company we would have otherwise been required to deliver such consideration. If the designated financial institution agrees to accept any Notes notes for exchange but does not timely pay the related Fundamental Change Repurchase Pricefundamental change repurchase price, or if such designated financial institution does not accept the Notes notes for exchange, the Company shall we will repurchase the Notes notes and pay the Fundamental Change Repurchase Price fundamental change repurchase price at the time and in the manner required under Section 15.02 through Section 15.05 above the indenture as if the Company we had not made Repurchase Exchange Electiona repurchase exchange election. The Company’s Our designation of a financial institution to which the Notes notes may be submitted for exchange does not require the financial institution to accept any Notes notes (unless the financial institution has separately made an agreement with the Company us to do so). The Company We may, but is will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.