Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion 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, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration to the Conversion Agent, or if such Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 14.12 require such Designated Institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the Business Day immediately following Maturity Date of the relevant Conversion DateSecurities the Company: (i) has designated a financial institution, such Notes to one which shall be a direct or more financial institutions designated by the Company indirect Depositary participant (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order , to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, such Securities in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at if any, equal to the Company’s election, that would otherwise be consideration due upon conversion as described provided in Section 14.02 above or 5.03; and (ii) notifies the Holder surrendering such other amount agreed to Securities for conversion by the converting Holder and second Trading Day after the applicable Conversion Date, that it has directed the Designated Institution(s) (Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the “Conversion Consideration”). If the Company makes the election described abovecontrary, the Company shallmay direct the Conversion Agent to surrender such Securities, by on or prior to the close commencement of business on the Business Day following applicable Observation Period, to the relevant Conversion Date, notify Designated Institution for exchange in writing the Holder surrendering Notes for lieu of conversion, the Trustee and the 72. (b) If any the Designated Institution accepts Securities surrendered for exchange, it shall deliver cash and shares of Common Stock, if any, to the Conversion Agent and the Conversion Agent will deliver such cash and shares of Common Stock, if any, to such Holder on the second Business Day immediately following the last day of the applicable Observation Period. Any Securities so exchanged by such Designated Institution shall remain outstanding for all purposes under this Indenture. (c) If the Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within the time period specified in Section 14.02(c5.02(c), pay or deliverconvert such Securities into cash and shares of Common Stock, as the case may beif any, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) 5.02 and Section 5.03. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 5.16 require such Designated Institution financial institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion prior to the Stated Maturity of the Securities the Company: (i) has designated a 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 Business Day immediately following commencement of the relevant Conversion Date, such Notes applicable Observation Period to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion Institution for exchange in lieu of conversion. (b) If the Designated Institution accepts Securities surrendered for exchange, it shall notify the Conversion Agent of the terms of such exchange and shall deliver cash and, if applicable, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such Notes, cash, appropriate number of shares of Common Stock or a combination of Stock, as specified in Section 7.02 to the Conversion Agent and the Conversion Agent shall deliver the cash and shares of Common Stock, at as applicable, to the Holder, within the time period specified in Section 7.02(j), which delivery shall be deemed to satisfy the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or obligations under this Article 7 with respect to such other amount agreed to Holder. Any Securities so exchanged by the converting Holder and the such Designated Institution(sInstitution shall remain Outstanding for all purposes under this Indenture. (c) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within the time period specified in Section 14.02(c7.02(j), pay or deliverconvert such Securities into cash and shares of Common Stock, as the case may beapplicable, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election7.02. (cd) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 7.12 require such Designated Institution financial institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01exchange (unless the institution has separately made an agreement with the Company).

Exchange in Lieu of Conversion. (a) When Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Holder surrenders its Notes 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 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 one or more a financial institutions institution designated by the Company that has agreed to deliver such Conversion Consideration (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(sfinancial institution) (in the “Conversion Consideration”). If manner and at the time the Company makes would have had to deliver the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72same pursuant to this Article 5; (bB) If any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliverif such Note is a Global Note, as the case may be, the related Conversion Consideration then (i) such designated institution will send written confirmation to the Conversion AgentAgent promptly after wiring the cash Conversion Consideration, or 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; provided, however, that if such Designated Institution financial institution does not accept such Notes for exchangeNote 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 Section 5.08(A), then the Company shall, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, will be responsible for delivering the Conversion Consideration in accordance with the provisions of Section 14.02 manner and at the time provided in this Article 5 as if the Company had not made the Exchange Election. (c) For the avoidance elected to make an exchange in lieu of doubt, in no event conversion. 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 Designated Institution pursuant to this Section 14.12 require such Designated Institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01exchange election.

Exchange in Lieu of Conversion. (a) When If at any time a Holder surrenders its Notes Securities for conversionconversion prior to the Stated Maturity of the Securities, 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, such Notes the Security to one or more a financial institutions institution designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes Securities surrendered for conversion, the Designated Institution must agree to deliver, in exchange for such Securities, cash and shares of Common Stock if any, equal to the Settlement Amount as provided in Section 9.02. By the Close of Business on the second Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Securities for conversion for that the Company has directed the Designated Financial Institution to make an exchange in lieu of conversion, . (b) If the Designated Institution(s) must agree to timely pay or Institution accepts any such Securities surrendered for exchange, it shall notify the Conversion Agent whether it shall deliver, as the case may beupon exchange, in exchange for such Notes, cash, shares of Common Stock all cash or a combination of cash and shares of Common Stock and shall deliver such cash and shares of Common Stock, at if any, as specified in 9.02 Section to the Conversion Agent and the Conversion Agent shall deliver such cash and shares of Common Stock, if any, so received on account of any such Securities to the Holder, on the third Business Day immediately following the last day of the applicable Observation Period, which delivery shall be deemed to satisfy the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or obligations under this Article 9 with respect to such other amount agreed to Holder. Any Securities so exchanged by the converting Holder and the such Designated Institution(sInstitution shall remain Outstanding for all purposes under this Indenture. (c) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within the time period specified in Section 14.02(c)as soon as practicable, pay or deliverconvert such Securities into cash and shares of Common Stock, as the case may beif any, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election9.02. (cd) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 9.12 require such Designated Institution financial institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the Business Day immediately following Maturity Date of the relevant Conversion DateSecurities the Company: (i) has designated a financial institution, such Notes to one which shall be a direct or more financial institutions designated by the Company indirect Depositary participant (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order , to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, such Securities in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at if any, equal to the Company’s election, that would otherwise be consideration due upon conversion as described provided in Section 14.02 above or 5.03; and (ii) notifies the Holder surrendering such other amount agreed to Securities for conversion by the converting Holder and second Trading Day after the applicable Conversion Date, that it has directed the Designated Institution(s) (Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the “Conversion Consideration”). If the Company makes the election described abovecontrary, the Company shallmay direct the Conversion Agent to surrender such Securities, by on or prior to the close commencement of business on the Business Day following applicable Conversion Reference Period, to the relevant Conversion Date, notify Designated Institution for exchange in writing the Holder surrendering Notes for lieu of conversion, the Trustee and the 72. (b) If any the Designated Institution accepts Securities surrendered for exchange, it shall deliver cash and shares of Common Stock, if any, to the Conversion Agent and the Conversion Agent will deliver such cash and shares of Common Stock, if any, to such Holder on the third Business Day immediately following the last day of the applicable Conversion Reference Period. Any Securities so exchanged by such Designated Institution shall remain outstanding for all purposes under this Indenture. (c) If the Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within the time period specified in Section 14.02(c5.02(c), pay or deliverconvert such Securities into cash and shares of Common Stock, as the case may beif any, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) 5.02 and Section 5.03. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 5.16 require such Designated Institution financial institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes for conversion prior to the Maturity Date of the Notes, the Company: (i) has designated a 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 Business Day immediately following the relevant Conversion Date, surrender such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion Institution for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion 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, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72. (b) If the Designated Institution accepts Notes surrendered for exchange, it shall deliver shares of Common Stock (including cash for any fractional shares) to the Conversion Agent and the Conversion Agent will deliver shares of Common Stock (including cash for any fractional shares) to such Holder on the third Business Day immediately following the Conversion Date. Any Notes so exchanged by such Designated Institution shall remain outstanding for all purposes under this Indenture. (c) If the Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c5.03(c), pay or deliver, as the case may be, the Conversion Consideration convert such Notes into shares of Common Stock (including cash for any fractional shares) in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) 5.03. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 5.02 require such Designated Institution financial institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the Business Day immediately following Maturity Date of the relevant Conversion DateSecurities the Company: (i) has designated a financial institution, such Notes to one which shall be a direct or more financial institutions designated by the Company indirect Depositary participant (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order , to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, such Securities in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at if any, equal to the Company’s election, that would otherwise be consideration due upon conversion as described provided in Section 14.02 above or 5.03; and (ii) notifies the Holder surrendering such other amount agreed to Securities for conversion by the converting Holder and second Trading Day after the applicable Conversion Date, that it has directed the Designated Institution(s) (Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the “Conversion Consideration”). If the Company makes the election described abovecontrary, the Company shallmay direct the Conversion Agent to surrender such Securities, by on or prior to the close commencement of business on the Business Day following applicable Conversion Reference Period, to the relevant Conversion Date, notify Designated Institution for exchange in writing the Holder surrendering Notes for lieu of conversion, the Trustee and the 72. (b) If any the Designated Institution accepts Securities surrendered for exchange, it shall deliver cash and shares of Common Stock, if any, to the Conversion Agent and the Conversion Agent will deliver such cash and shares of Common Stock, if any, to such Holder on the third Business Day immediately following the last day of the applicable Conversion Reference Period. Any Securities so exchanged by such Designated Institution shall remain outstanding for all purposes under this Indenture. (c) If the Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within the time period specified in Section 14.02(c5.02(c), pay or deliverconvert such Securities into cash and shares of Common Stock, as the case may beif any, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) 5.02 and Section 5.03. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 5.15 require such Designated Institution financial institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When a Holder Noteholder surrenders its Notes for conversionconversion prior to March 15, 2014, the Company may, at its electionno later than the close of business on the VWAP Trading Day immediately following the date the Notes are tendered for conversion and all other applicable requirements as set forth under Section 15.02 have been satisfied (the "EXCHANGE SUBMISSION DATE"), direct the Conversion Agent to surrender, on or prior to the Business Day immediately following the relevant Conversion Date, surrender such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Institution”"FINANCIAL INSTITUTION") for exchange in lieu of conversion conversion. The Company must notify such Financial Institution of the Conversion Period for such Notes. (an “Exchange Election”). b) In order to accept any Notes surrendered for conversion for exchange in lieu of conversionsuch Notes, the Designated Institution(s) Financial Institution must agree with the converting Noteholder in accordance with customary procedures for secondary market trading on or prior to timely pay or the close of business on the VWAP Trading Day immediately following the Exchange Submission Date (the "EXCHANGE ACCEPTANCE DATE"), to deliver, as the case may be, in exchange for such Notes, cashcash equal to the Principal Return and, if applicable, a number of shares of the Common Stock equal to the Net Shares, plus cash for any fractional shares and any increase to the Conversion Obligation as a result of the Additional Shares to be added to the Conversion Rate, as set forth in Section 15.01(d), due upon conversion as set forth in Section 15.02(a), except that the applicable Conversion Period shall be the 20 consecutive VWAP Trading Day period beginning on and including the fifth VWAP Trading Day after the Exchange Acceptance Date. (c) If the Financial Institution accepts any such Notes, it will, no later than the third Business Day following the last day of the Conversion Period for such Notes, deliver the appropriate number of shares of Common Stock (and cash, if any), or cash in lieu thereof, in accordance with customary settlement procedures. Any Notes exchanged by the Financial Institution will remain outstanding, and notwithstanding anything to the contrary, will not be deemed to be "converted" for purposes of the Indenture. If no Financial Institution accepts any Notes surrendered for exchange by the Exchange Acceptance Date, a combination of Conversion Date will be deemed to have occurred on the date the Notes were tendered for conversion and all other applicable requirements as set forth under Section 15.02 were satisfied, and the Company will convert the Notes into cash and and, if applicable, shares of the Common Stock, at the Company’s election, that would otherwise be due upon conversion Stock as described in set forth under Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(s15.02(a). (d) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related consideration, a Conversion Consideration Date will be deemed to have occurred on the Conversion Agent, or if Trading Day immediately following the date such Designated consideration was due by such Financial Institution does not accept such Notes for exchange, and the Company shall, within will convert the time period specified in Notes into cash and shares of the Common Stock based on such Conversion Date and a new Conversion Period that commences on the third scheduled VWAP Trading Day immediately after such Conversion Date as set forth under Section 14.02(c15.02(a), pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (ce) For the avoidance of doubt, in no event will the The Company’s 's designation of a Designated Financial Institution pursuant to this Section 14.12 15.03 does not require the Financial Institution to accept any Notes. The Company will not pay any consideration to, or otherwise enter into any arrangement with, the Financial Institution for or with respect to such Designated designation pursuant to this Section 15.03. (f) Noteholders have no ability to select the Financial Institution that may be willing to accept any Notes for exchange pursuant to this Section 15.03. Accordingly, Noteholders will be assuming the risk that such Financial Institution does not perform its obligation to Noteholders once it has agreed with Noteholders to accept the Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS In such event, the Company will accept such Notes for conversion as described in this Section 15.0115.03, but the Company will not compensate Noteholders for any losses Noteholders may incur as a result of such Financial Institution's failure to perform, including any loss to the consideration Noteholders would have received as a result of a decline in the price of the Common Stock after the Notes are tendered for conversion and prior to the end of the new Conversion Period that arises due to such Financial Institution's failure to perform.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything to the contrary in this Article V, and subject to the terms of this Section 5.8, if a Holder surrenders its Notes Note is submitted for conversion, the Company may, at its Pubco may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated by Pubco. To make such election, direct Pubco 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 Business Day immediately following the relevant Conversion Date for such Note. If Pubco has made such election, then: (a) no later than the Business Day immediately following such Conversion Date, Pubco must deliver (or to be delivered) such Notes Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions, if applicable), to one or more a financial institutions institution designated by Pubco that has agreed to deliver such Conversion Consideration in the Company manner and at the time Pubco would have had to deliver the same pursuant to this Article V; (eachb) if such Note is a Global Note, a “Designated Institution”then (i) such designated institution will send written confirmation to Pubco and 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) Pubco will as soon as reasonably practicable thereafter contact such Holder’s custodian with the Depositary to confirm receipt of the same; and (c) subject to the Depositary Procedures, such Note will not cease to be outstanding by reason of such exchange in lieu of conversion; provided, however, that if such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration, then Pubco shall notify to the Conversion Agent and the Holders surrendering their Notes for conversion and will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this Article V as if Pubco had not elected to make an exchange in lieu of conversion. The Conversion Agent shall be entitled to conclusively rely on Pubco’s instructions in connection with an exchange in lieu of conversion (an “Exchange Election”). In order to accept and shall have no liability for any Notes surrendered for conversion for such exchange in lieu outside of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion 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, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration to the Conversion Agent, or if such Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Electionits control. (c) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 14.12 require such Designated Institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything in this Indenture to the contrary, when a Holder holder surrenders its Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the Business Day immediately following commencement of the relevant Conversion DateObservation Period, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion conversion. (an “Exchange Election”). b) In order to accept any such Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Financial Institution must agree to timely pay or deliver, as the case may be, in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at if any, equal to the Company’s election, that would otherwise be consideration due upon conversion as described provided in Section 14.02 above or such other amount agreed to by 13.02. (c) By the converting Holder and Close of Business on the Designated Institution(s) (Trading Day immediately preceding the “Conversion Consideration”). If start of the Company makes the election described aboveObservation Period, the Company shall, by must notify the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder holder surrendering Notes for conversionconversion that it has directed the Financial Institution to make an exchange in lieu of conversion and such Financial Institution must notify the Conversion Agent of the cash and shares of Common Stock, if any, to be delivered upon exchange. (d) If the Trustee Financial Institution accepts any such Notes, it will deliver the appropriate amount of cash and appropriate number of shares of Common Stock, if any, to the Conversion Agent and the 72Conversion Agent will deliver the cash and shares of Common Stock, if any, to the holder. Any Notes exchanged by such Financial Institution will remain outstanding. (be) If any Designated such Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration to the Conversion Agentconsideration, or if such Designated Financial Institution does not accept such the Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), pay or deliverwill, as promptly as practical thereafter, but not later than the case may bethird Trading Day immediately following the last day of the Observation Period, convert the Conversion Consideration in accordance with the provisions Notes into cash and shares, if any, of Common Stock, pursuant to Section 14.02 as if the Company had not made the Exchange Election. (c) For the avoidance of doubt, in 13.02. In no event will the Company’s designation of a Designated Financial Institution pursuant to this Section 14.12 13.10 require such Designated Financial Institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS The Company shall not be obligated to pay any consideration to, or otherwise enter into any agreement or arrangement with, a Financial Institution for or with respect to such designation pursuant to this Section 15.0113.10.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the Business Day immediately following Stated Maturity of the relevant Conversion Date, such Notes to one or more financial institutions Securities the Company: (i) has entered into an agreement with a Financial Institution designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, under which the Designated Institution(s) must agree to timely pay or deliver, as the case Institution may be, accept such Securities in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stockcash, at as applicable, equal to the Company’s election, that would otherwise be consideration due upon conversion as described provided in Section 14.02 above or 6.03; and (ii) notifies the Holder surrendering 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, the Company shall, Securities for conversion by the close of business on the Business Day immediately following the relevant Conversion Date, notify Date that it has directed the Designated Institution to make an exchange in writing the Holder surrendering Notes for lieu of conversion, then, notwithstanding anything in this Indenture to the Trustee and contrary, the 72Company may direct the Conversion Agent to surrender such Securities to the Designated Institution for exchange in lieu of conversion. (b) If any the Designated Institution accepts Securities surrendered for exchange, it shall deliver the number of shares of Common Stock and the amount of cash, as applicable, specified in Section 6.03 to the Conversion Agent and the Conversion Agent shall deliver such shares of Common Stock and cash, as applicable, to the Holder, within the time periods specified in Section 6.02(d), which delivery shall be deemed to satisfy the Company’s conversion obligations under this Article 6 with respect to the surrendered Securities. Any Securities so exchanged by such Designated Institution shall remain Outstanding for all purposes under this Indenture. (c) If the Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within the time period specified in Section 14.02(c)as promptly as practicable thereafter, pay or deliverconvert such Securities into shares of Common Stock and cash, as the case may beapplicable, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election6.02 and Section 6.03. (cd) For the avoidance of doubt, in no event will the Company’s designation of a Designated Financial Institution pursuant to this Section 14.12 6.14 require such Designated Financial Institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”a "Designated Institution"). If the Company so elects, then by the close of business on the second Trading Day after the Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that it has directed the 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) In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay or deliver, as the case may be, in exchange for such Notes, all cash, shares of Common Stock or a combination of cash and shares of Common StockStock due upon conversion in accordance with the provisions of Section 14.02, at the Company’s electionsole option of the Designated Institution. (c) If the Designated Institution accepts Notes surrendered for exchange under this Section 14.12, that would otherwise be due upon conversion as described 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 Conversion Agent shall deliver such cash and/or shares of Common Stock to the Holder, within the time period specified in Section 14.02 above or 14.02(c), which delivery shall be deemed to satisfy the Company's Conversion Obligation with respect to such other amount agreed to Holder. Any Notes so exchanged by the converting Holder and the such Designated Institution(sInstitution shall remain outstanding for all purposes under this Indenture. (d) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shallshall convert such Notes into cash and/or shares of Common Stock, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election14.02. (ce) For the avoidance of doubt, in no event will the Company’s 's designation of a Designated Institution financial institution pursuant to this Section 14.12 require such Designated Institution financial institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01. (f) The Company shall not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything in this First Supplemental Indenture to the contrary, when a Holder surrenders its Notes Debentures for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the Business Day immediately following commencement of the relevant applicable Conversion DatePeriod, such Notes Debentures to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay or deliver, as the case may be, in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion 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, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72. (b) If any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration to the Conversion Agent, or if such Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) For the avoidance of doubt, in In no event will the Company’s designation of a Designated Financial Institution to which the Debentures may be submitted for exchange does not require the Financial Institution to accept any 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. (c) By 5:00 p.m., New York City time, on the 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 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 shall not pay any consideration to, or otherwise enter into any agreement or arrangement with, a Financial Institution for or with respect to such designation pursuant to this Section 14.12 require such Designated Institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.0110.13.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its 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, the Company may direct the Conversion Agent in writing to surrender such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion Institution for exchange in lieu of conversion, . (b) If the Designated Institution(s) must agree to timely pay or deliverInstitution accepts any Notes surrendered for exchange, as the case may be, in exchange for such Notes, cash, it shall deliver cash and shares of Common Stock Stock, if any, or a combination of cash and shares of Common Stock to the Conversion Agent and the Conversion Agent will deliver such cash and/or shares of Common Stock, at as the Company’s electioncase may be, that would otherwise be due upon conversion as described to such Holder in accordance with the provisions of Section 14.02 above or 5.03. Any Notes so exchanged by such other amount agreed to by Designated Institution shall remain outstanding for all purposes under the converting Holder and the Designated Institution(sIndenture. (c) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shallshall as soon as practicable convert such Notes into cash and shares of Common Stock, within the time period specified in Section 14.02(c)if any, pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) 5.02 and 5.03. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 5.04 require such Designated Institution financial institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01The Company will not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes Debentures for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes Debentures to one or more a financial institutions institution designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an a “Exchange ElectionDesignated Institution”). If the Company so elects, then by the close of business on the second Trading Day after the Conversion Date, the Company shall notify the Holder surrendering Debentures for conversion that it has directed the 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) In order to accept any Notes Debentures surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay or deliver, as the case may be, in exchange for such NotesDebentures, all cash, shares of Common Stock or a combination of cash and shares of Common StockStock 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 Company. (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 Conversion Agent shall deliver such cash and/or shares of Common Stock to the Holder, within the time period specified in ‎Section 14.02(c), which delivery shall be deemed to satisfy the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or Conversion Obligation with respect to such other amount agreed to Holder. Any Debentures so exchanged by the converting Holder and the such Designated Institution(sInstitution shall remain outstanding for all purposes under this Indenture. (d) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes Debentures for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Debentures for exchange, the Company shallshall convert such Debentures into cash and/or shares of Common Stock, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election14.02. (ce) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 14.13 require such Designated Institution financial institution to accept any Notes Debentures for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01. (f) The Company shall not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the close of business on the Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion 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”)) as described in Section 14.02 above. If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72Conversion Agent (if other than the Trustee), that it has made such election, and the Company shall concurrently notify the Designated Institution of the Settlement Method with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration. Any Notes exchanged by the Designated Institution will remain outstanding, subject to applicable procedures of the Depositary. (ba) If any the Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, deliver the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election14.02. (cb) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 14.12 require such the Designated Institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion prior to the Stated Maturity of the Securities the Company: (i) has designated a 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 Business Day immediately following commencement of the relevant Conversion Date, such Notes applicable Observation Period to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion Institution for exchange in lieu of conversion, . (b) If the Designated Institution(s) must agree to timely pay or Institution accepts Securities surrendered for exchange, it shall notify the Conversion Agent whether it shall deliver, as the case may beupon exchange, in exchange for such Notes, cash, shares of Common Stock 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, at as specified in Section 9.03 to the Conversion Agent and the Conversion Agent shall deliver the cash and shares of Common Stock, as applicable, to the Holder, within the time period specified in Section 9.02(d), which delivery shall be deemed to satisfy the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or obligations under this Article 9 with respect to such other amount agreed to Holder. Any Securities so exchanged by the converting Holder and the such Designated Institution(sInstitution shall remain Outstanding for all purposes under this Indenture. (c) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within the time period specified in Section 14.02(c9.02(d), pay or deliverconvert such Securities into cash and shares of Common Stock, as the case may beapplicable, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election9.02 and Section 9.03. (cd) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 9.13 require such Designated Institution financial institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes for conversion prior to the Maturity Date of the Notes, the Company: (i) has designated a 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 Business Day immediately following the relevant Conversion Date, surrender such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion Institution for exchange in lieu of conversion, . (b) If the Designated Institution(s) must agree to timely pay or deliverInstitution accepts Notes surrendered for exchange, as it shall deliver the case may be, in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common StockStock (including cash for any fractional shares), at to the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder Conversion Agent and the Conversion Agent will deliver such cash, shares of Common Stock or a combination of cash and shares of Common Stock (including cash for any fractional shares) to such Holder on the third Business Day immediately following the Conversion Date. Any Notes so exchanged by such Designated Institution(sInstitution shall remain outstanding for all purposes under this Indenture. (c) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72 (b) If any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c5.03(c), pay convert such Notes into cash, shares of Common Stock or deliver, as the case may be, the Conversion Consideration a combination of cash and shares of Common Stock (including cash for any fractional shares) in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) 5.03. For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 5.02 require such Designated Institution financial institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an a “Exchange ElectionDesignated Institution”). In order to accept any If the Company so elects, then by the close of business on the second Trading Day after the Conversion Date, the Company shall notify the Conversion Agent and the Holder surrendering Notes surrendered for conversion for that the Company has directed the Designated Institution to make an exchange in lieu of conversion, conversion and the Company shall notify the Conversion Agent whether the Designated Institution(s) must agree to timely pay or Institution shall deliver, as the case may beupon exchange, in exchange for such Notes, all cash, all shares of Common Stock or a combination of cash and shares of Common Stock, at Stock in accordance with the Company’s election, that would otherwise be due upon conversion as described in provisions of Section 14.02 above or such other amount agreed 14.02. (b) In order to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering accept any Notes surrendered for conversion, the Trustee Company shall cause the Designated Institution to agree with the Company to deliver, in exchange for such Notes, all cash, shares of Common Stock or a combination of cash and share of 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 Conversion 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 72Conversion Agent shall deliver such cash and/or shares of Common Stock to the Holder, within the time period specified in Section 14.02(d) (it being understood that delivery of Common Stock will be coordinated by the Company in accordance with book-entry procedures, if applicable). Such delivery shall be deemed to satisfy the Company’s Conversion Obligation with respect to such Holder. Any Notes so exchanged by such Designated Institution shall remain outstanding for all purposes under this Indenture. (bd) If any the Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shallshall convert such Notes into cash and/or shares of Common Stock, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election14.02. (ce) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 14.13 require such Designated Institution financial institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01. (f) The Company shall not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay or deliver, as the case may be, in exchange for such Notes, cash, the shares of Common Stock or a combination of stock and/or cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 1702 above or such other amount agreed and in respect of which the Company has notified to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”)Holders. If the Company makes the election described above, the Company shall, by the close of business on the second Business Day following the relevant Conversion DateDate as part of its Settlement Notice, notify in writing the Holder surrendering its Notes for conversionconversion that it has made such election. In addition, the Trustee Company shall concurrently notify the Designated Institution of the Settlement Method (and, if applicable, the Specified Dollar Amount) that Company has elected with respect to such conversion and the 72relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain Outstanding. (b) If any the Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration due upon conversion to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c)1702, pay or deliverconvert such Notes into cash and/or shares of Class A Common Stock, as the case may be, the Conversion Consideration applicable in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election1702. (c) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 14.12 1711 require such the Designated Institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the Business Day immediately following Stated Maturity of the relevant Conversion DateSecurities, such Notes to one or more financial institutions the Company: (i) has entered into an agreement with a Financial Institution designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, under which the Designated Institution(s) must agree to timely pay or deliver, as the case Institution may be, accept such Securities in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stockcash, at as applicable, equal to the Company’s election, that would otherwise be consideration due upon conversion as described provided in Section 14.02 above or 6.04; and (ii) notifies the Holder surrendering 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, the Company shall, Securities for conversion by the close of business on the Business Day immediately following the relevant Conversion Date, notify Date that it has directed the Designated Institution to make an exchange in writing the Holder surrendering Notes for lieu of conversion, then, notwithstanding anything in this Indenture to the Trustee and contrary, the 72Company may direct the Conversion Agent to surrender such Securities to the Designated Institution for exchange in lieu of conversion. (b) If any the Designated Institution accepts Securities surrendered for exchange, it shall deliver the number of shares of Common Stock and the amount of cash, as applicable, specified in Section 6.04 to the Conversion Agent and the Conversion Agent shall deliver such shares of Common Stock and cash, as applicable, to the Holder, within the time periods specified in Section 6.03(d), which delivery shall be deemed to satisfy the Company’s conversion obligations under this Article 6 with respect to the surrendered Securities. Any Securities so exchanged by such Designated Institution shall remain Outstanding for all purposes under this Indenture. (c) If the Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within the time period specified in Section 14.02(c)as promptly as practicable thereafter, pay or deliverconvert such Securities into shares of Common Stock and cash, as the case may beapplicable, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election6.03 and Section 6.04. (cd) For the avoidance of doubt, in no event will the Company’s designation of a Designated Financial Institution pursuant to this Section 14.12 6.15 require such Designated Financial Institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When a Holder Debentureholder surrenders its Notes Debentures for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the 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 one or more a financial institutions institution designated by the Company (eacha "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 “Designated Institution”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 (an “Exchange Election”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 conversion for exchange in lieu of conversionsuch Debentures, the Designated Institution(s) Financial Institution must agree to timely pay or deliver, as the case may be, in exchange for such NotesDebentures, cash, a number of shares of Common Stock equal to the Conversion Rate in effect at such time, or a at its option, cash or any combination of cash and shares of Common StockStock in lieu thereof, at calculated based on the Company’s electionrelated 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 otherwise be due upon conversion as described in have been required to pay pursuant to Section 14.02 above or 15.01 if it had converted such other amount agreed to by the converting Holder and the Designated Institution(sDebentures. (c) (the “Conversion Consideration”). If the Company makes Financial Institution accepts any such Debentures, it will, no later than the election described above, the Company shall, by the close of business on the third Business Day following the relevant last day of the Applicable Conversion DatePeriod for such Debentures, notify deliver the appropriate number of shares of Common Stock (and cash, if any), or cash in writing lieu thereof, to the Holder surrendering Notes for conversion, the Trustee Conversion Agent and the 72Conversion Agent will deliver those shares or cash to the Debentureholder. Such Financial Institution will also deliver cash or additional Net Shares that the Company 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 institution will remain outstanding. (bd) If any Designated Institution the designated institution agrees to accept any Notes Debentures for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration to the Conversion Agentconsideration, or if such Designated the Financial Institution does not declines to accept such Notes for exchangeDebentures, the Company shallwill, within as promptly as practical thereafter, but not later than the time period specified third Business Day following the determination of the Average Price, convert the Debentures and deliver cash and shares of Common Stock if any, as set forth in Section 14.02(c)15.02, pay or deliver, as subject to the case may be, the Conversion Consideration in accordance with the provisions ability of Section 14.02 as if the Company had not made to return such Debentures to the Exchange ElectionDebentureholders as a result of a Credit Agreement Event that has occurred and is continuing as set forth in Section 15.01(a). (ce) For the avoidance of doubt, in In no event will the Company’s 's designation of a Designated Financial Institution pursuant to this Section 14.12 15.03 require such Designated Financial Institution to accept any Notes Debentures for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS The Company shall not be obligated to pay any consideration to, or otherwise enter into any arrangement with a Financial Institution for or with respect to a designation or exchange pursuant to this Section 15.0115.03.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount consideration agreed to by the converting Holder and the Designated Institution(s) Institution (such consideration, the “Conversion Consideration”). If the Company makes the election described above, the Company shall, by the close of business on the second Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the 72Conversion Agent (if other than the Trustee), that it has made such election, and the Company shall concurrently notify the Designated Institution of the relevant deadline for delivery of the Conversion Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the Designated Institution on or prior to the close of business on the Business Day following the relevant Conversion Date. Any Notes exchanged by the Designated Institution will remain outstanding, subject to applicable procedures of the Depositary. (b) If any the Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, deliver the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election14.02. (c) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 14.12 require such the Designated Institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the Business Day immediately following Stated Maturity of the relevant Conversion DateSecurities, such Notes to one or more the Company: (i) has designated a financial institutions designated by the Company institution (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversionaccept, the Designated Institution(s) must agree to timely pay or deliversolely at its option, as the case may be, such Securities in exchange for such Notes, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at if any, equal to the Company’s election, that would otherwise be consideration due upon conversion as described provided in Section 14.02 above or 8.02; and (ii) notifies the Holder surrendering 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, the Company shall, Securities for conversion by the close of business on the Business second Trading Day following after the relevant Conversion Date, notify that it has directed the Designated Institution to make an exchange in writing the Holder surrendering Notes for lieu of conversion, then, notwithstanding anything in this Indenture to the Trustee and contrary, the 72Company may direct the Conversion Agent to surrender such Securities, on or prior to the commencement of the applicable Observation Period to the Designated Institution for exchange in lieu of conversion. (b) If any the Designated Institution accepts Securities surrendered for exchange, it shall notify the Conversion Agent whether it shall deliver, upon exchange, an amount in cash or a combination of an amount in cash and a number of shares of Common Stock and shall deliver such amount in cash and number of shares of Common Stock, if any, as specified in Section 8.02 to the Conversion Agent and the Stock Transfer Agent (in the case of shares of Common Stock) and the Conversion Agent, and Stock Transfer Agent, if applicable, shall deliver such amount in cash and number of shares of Common Stock, if any, to the converting Holder, on the third Business Day immediately following the last day of the applicable Observation Period, which delivery shall be deemed to satisfy the Company’s conversion obligations under this Article 8 with respect to such Holder. Any Securities so exchanged by such Designated Institution shall remain Outstanding for all purposes under this Indenture. (c) If the Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes Securities for exchange, the Company shall, within on the time period specified in Section 14.02(c)third Business Day immediately following the last day of the applicable Observation Period, pay or deliverconvert such Securities into cash and shares of Common Stock, as the case may beif any, the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election8.02. (cd) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 8.12 require such Designated Institution financial institution to accept any Notes Securities for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the Business Day immediately following commencement of the relevant Conversion Dateapplicable Observation Period, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an a “Exchange ElectionDesignated Institution”). If the Company so elects, then by the close of business on the second Trading Day after the Conversion Date, the Company shall notify the Holder surrendering Notes for conversion that it has directed the 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) In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay or deliver, as the case may be, deliver in exchange for such Notes, cash up to the aggregate principal amount of the Notes and cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of 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 as described in accordance with the provisions of Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”). . (c) If the Company makes Designated Institution accepts Notes surrendered for exchange under this Section 14.12, it shall deliver such Conversion Consideration to the election described above, the Company shall, by the close of business on the Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee Agent and the 72Conversion Agent shall deliver such Conversion Consideration to the Holder, within the time period specified in Section 14.02(a), which delivery shall be deemed to satisfy the Company’s Conversion Obligation with respect to such Holder. Any Notes so exchanged by such Designated Institution shall remain outstanding for all purposes under this Indenture. (bd) If any the Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration to the Conversion Agent, or if such the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), pay or deliver, as the case may be, shall convert such Notes into the Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made the Exchange Election14.02. (ce) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution financial institution pursuant to this Section 14.12 require such Designated Institution financial institution to accept any Notes for exchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01. (f) The Company shall not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.