Common use of Surrender to Financial Institution in Lieu of Exchange Clause in Contracts

Surrender to Financial Institution in Lieu of Exchange. When a Holder surrenders Notes for exchange, the Issuer may direct the Exchange Agent to surrender, on or prior to the commencement of the Applicable Exchange Period, such Notes to a financial institution designated by the Issuer for transfer in lieu of exchange. In order to accept any Notes surrendered for exchange, the designated financial institution must agree to deliver, in exchange for such Notes, all cash or a combination of cash and shares of Common Stock equal to the consideration due upon exchange, as determined under Section 13.10(b). By the close of business on the Trading Day immediately preceding the start of the Applicable Exchange Period, the Issuer will notify the Holder surrendering Notes for exchange that the Issuer has directed the designated financial institution to accept the Notes in lieu of exchange and such financial institution will be required to notify the Exchange Agent whether it will deliver, upon exchange, shares of Common Stock, cash or a specified combination thereof. If the designated financial institution accepts any such Notes, it will deliver the appropriate number of shares of Common Stock or cash, or any combination thereof, to the Exchange Agent and the Exchange Agent will deliver those shares of Common Stock or cash, or combination thereof, as the case may be, to the Holder. Any Notes accepted by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes but does not timely deliver the related consideration, or if such designated financial institution does not accept the Notes, the Issuer will, as promptly as practical thereafter, but not later than the third Business Day following determination of the Exchange Value, exchange the Notes for cash and shares, if any, of Common Stock, as described in Section 13.10. The Issuer’s designation of a financial institution to which the Notes may be surrendered in lieu of exchange does not require the financial institution to accept any Notes. The Issuer will not pay any consideration to, or otherwise enter into any agreement with, the designated financial institution for or with respect to such designation.

Surrender to Financial Institution in Lieu of Exchange. When a Holder surrenders Notes for exchange, the Issuer may direct the Exchange Agent to surrender, on or prior to the commencement of the Applicable Exchange Period, surrender such Notes to a financial institution designated by the Issuer for transfer in lieu of exchange. In order to accept any Notes surrendered for exchange, the designated financial institution must agree to deliver, in exchange for such Notes, all cash or a combination number of cash and shares of Common Stock per $1,000 principal amount of such Notes equal to the consideration due Exchange Rate and cash in lieu of any fractional shares of Common Stock, based upon exchangethe Closing Sale Price of the Common Stock on the relevant Exchange Date (or if the Exchange Date is not a Trading Day, as determined under Section 13.10(bthe next following Trading Day). By the close of business on the Trading Day immediately preceding the start of the Applicable Exchange PeriodDate, the Issuer will notify the Holder surrendering Notes for exchange that the Issuer has directed the designated financial institution to accept the Notes in lieu of exchange and such financial institution will be required to notify the Exchange Agent whether it will deliver, upon exchange, shares of Common Stock, cash or a specified combination thereof. If the designated financial institution accepts any such Notes, it will deliver the appropriate number of shares of Common Stock or cash, or (together with cash in lieu of any combination thereof, fractional shares) to the Exchange Agent and the Exchange Agent will deliver those shares of Common Stock or cash, or combination thereof, as the case may be, (together with cash in lieu of any fractional shares) to the Holder. Any Notes accepted by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes but does not timely deliver the related consideration, or if such designated financial institution does not accept the Notes, the Issuer will, as promptly as practical thereafter, but not later than the third Business Day following determination of the Exchange ValueDate, exchange the Notes for cash and shares, if any, shares of Common Stock, as described in Section 13.1013.02. The Issuer’s designation of a financial institution to which the Notes may be surrendered in lieu of exchange does not require the financial institution to accept any Notes. The Issuer will not pay any consideration to, or otherwise enter into any agreement with, the designated financial institution for or with respect to such designation.

Surrender to Financial Institution in Lieu of Exchange. When a Holder surrenders Notes Debentures for exchange, the Issuer may direct the Exchange Agent to surrender, on or prior to the commencement of the Applicable Exchange Period, such Notes Debentures to a financial institution designated by the Issuer for transfer in lieu of exchange. In order to accept any Notes Debentures surrendered for exchange, the designated financial institution must agree to deliver, in exchange for such NotesDebentures, either (i) all cash or a combination of cash and shares of Common Stock equal to the consideration due upon exchange, as determined under Section 13.10(b)) or (ii) a number of shares of Common Stock per $1,000 of Debentures equal to the Exchange Rate, at the option of the designated financial institution. By the close of business on the Trading Day immediately preceding the start of the Applicable Exchange Period, the Issuer will notify the Holder surrendering Notes Debentures for exchange that the Issuer has directed the designated financial institution to accept the Notes Debentures in lieu of exchange and such financial institution will be required to notify the Exchange Agent whether it will deliver, upon exchange, shares of Common Stock, cash or a specified combination thereof. If the designated financial institution accepts any such NotesDebentures, it will deliver the appropriate number of shares of Common Stock or cash, or any combination thereof, to the Exchange Agent and the Exchange Agent will deliver those shares of Common Stock or cash, or combination thereof, as the case may be, to the Holder. Any Notes Debentures accepted by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes Debentures but does not timely deliver the related consideration, or if such designated financial institution does not accept the NotesDebentures, the Issuer will, as promptly as practical thereafter, but not later than the third Business Day following determination of the Exchange Value, exchange the Notes for Debentures into cash and shares, if any, of Common Stock, as described in Section 13.1013.02. The Issuer’s designation of a financial an institution to which the Notes Debentures may be surrendered in lieu of exchange does not require the financial institution to accept any NotesDebentures. The Issuer will not pay any consideration to, or otherwise enter into any agreement with, the designated financial institution for or with respect to such designation.

Surrender to Financial Institution in Lieu of Exchange. When a Holder surrenders Notes for exchange, the Issuer may direct the Exchange Agent to surrender, on or prior to the commencement of the Applicable Exchange Observation Period, such Notes to a financial institution designated by the Issuer for transfer in lieu of exchange. In order to accept any Notes surrendered for exchange, the designated financial institution must agree to deliver, in exchange for such Notes, either (i) all cash or a combination of cash and shares Shares of Common Stock Beneficial Interest equal to the consideration due upon exchange, as determined under Section 13.10(b)) or (ii) a number of Shares of Beneficial Interest per $1,000 of Notes equal to the Exchange Rate, at the option of the designated financial institution. By the close of business on the Trading Day immediately preceding the start of the Applicable Exchange Observation Period, the Issuer will shall notify the Exchange Agent and the Holder surrendering Notes for exchange that the Issuer has directed the designated financial institution to accept the Notes in lieu of exchange and such financial institution will be required to notify the Exchange Agent whether it will deliver, upon exchange, shares Shares of Common StockBeneficial Interest, cash or a specified combination thereof. If the designated financial institution accepts any such Notes, it will deliver the appropriate number of shares Shares of Common Stock Beneficial Interest or cash, or any combination thereof, to the Exchange Agent Agent, and the Exchange Agent will deliver those shares Shares of Common Stock Beneficial Interest or cash, or combination thereof, as the case may be, to the Holder. Any Notes accepted by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes but does not timely deliver the related consideration, or if such designated financial institution does not accept the Notes, the Issuer will, as promptly as practical thereafter, but not later than the third Business Day following determination of the Exchange Value, exchange the Notes for cash and shares, if any, any Shares of Common StockBeneficial Interest, as described in Section 13.1013.02. The Issuer’s designation of a financial institution to which the Notes may be surrendered in lieu of exchange does not require the financial institution to accept any Notes. The Issuer will not pay any consideration to, or otherwise enter into any agreement with, the designated financial institution for or with respect to such designation.

Surrender to Financial Institution in Lieu of Exchange. When a Holder surrenders Notes for exchange, the Issuer may direct the Exchange Agent to surrender, on or prior to the commencement of the Applicable Exchange Period, such Notes to a financial institution designated by the Issuer for transfer in lieu of exchange. In order to accept any Notes surrendered for exchange, the designated financial institution must agree to deliver, in exchange for such Notes, either (i) all cash or a combination of cash and shares of Common Stock equal to the consideration due upon exchange, as determined under Section 13.10(b)) or (ii) a number of shares of Common Stock per $1,000 of Notes equal to the Exchange Rate, at the option of the designated financial institution. By the close of business on the Trading Day immediately preceding the start of the Applicable Exchange Period, the Issuer will shall notify the Exchange Agent and the Holder surrendering Notes for exchange that the Issuer has directed the designated financial institution to accept the Notes in lieu of exchange and such financial institution will be required to notify the Exchange Agent whether it will deliver, upon exchange, shares of Common Stock, cash or a specified combination thereof. If the designated financial institution accepts any such Notes, it will deliver the appropriate number of shares of Common Stock or cash, or any combination thereof, to the Exchange Agent Agent, and the Exchange Agent will deliver those shares of Common Stock or cash, or combination thereof, as the case may be, to the Holder. Any Notes accepted by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes but does not timely deliver the related consideration, or if such designated financial institution does not accept the Notes, the Issuer will, as promptly as practical thereafter, but not later than the third Business Day following determination of the Exchange Value, exchange the Notes for cash and shares, if any, of Common Stock, as described in Section 13.1013.02. The Issuer’s designation of a financial institution to which the Notes may be surrendered in lieu of exchange does not require the financial institution to accept any Notes. The Issuer will not pay any consideration to, or otherwise enter into any agreement with, the designated financial institution for or with respect to such designation.

Surrender to Financial Institution in Lieu of Exchange. When a Holder surrenders Notes Debentures for exchange, the Issuer may direct the Exchange Agent to surrender, on or prior to the commencement of the Applicable Exchange Period, surrender such Notes Debentures to a financial institution designated by the Issuer for transfer in lieu of exchange. In order to accept any Notes Debentures surrendered for exchange, the designated financial institution must agree to deliver, in exchange for such Notes, all cash or Debentures a combination number of cash and shares of Common Stock per $1,000 of Debentures equal to the consideration due upon exchangeExchange Rate (and cash in lieu of fractional shares, as determined under calculated in the manner described in Section 13.10(b13.03). By the close of business on the Trading Day immediately preceding subsequent to the start of the Applicable Exchange PeriodDate, the Issuer will notify the Holder surrendering Notes Debentures for exchange that the Issuer has directed the designated financial institution to accept the Notes Debentures in lieu of exchange and such financial institution will be required to notify the Exchange Agent whether it will deliver, upon exchange, shares of Common Stock, cash or a specified combination thereof. If the designated financial institution accepts any such NotesDebentures, it will deliver the appropriate number of shares of Common Stock or cash, or (together with cash in lieu of any combination thereof, fractional shares) to the Exchange Agent and the Exchange Agent will deliver those shares of Common Stock or cash, or combination thereof, as the case may be, (together with cash in lieu of any fractional shares) to the Holder. Any Notes Debentures accepted by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes Debentures but does not timely deliver the related consideration, or if such designated financial institution does not accept the NotesDebentures, the Issuer will, as promptly as practical thereafter, but not later than the third fifth Business Day following determination of the Exchange ValueDate, exchange the Notes Debentures for cash and shares, if any, shares of Common Stock, as described in Section 13.1013.02. The Issuer’s designation of a financial an institution to which the Notes Debentures may be surrendered in lieu of exchange does not require the financial institution to accept any NotesDebentures. The Issuer will not pay any consideration to, or otherwise enter into any agreement with, the designated financial institution for or with respect to such designation.