Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, 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 Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Notes to a financial institution designated by the Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, Ordinary Shares or a combination thereof due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all in accordance with Section 14.02. By the Close close of Business business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Company will shall notify the Holder surrendering Notes for conversion, conversion that the Trustee and the Conversion Agent that it Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion. (ib) If the designated financial institution accepts any such Notes, it will deliver pay and/or deliver, as the amount of case may be, the cash, if anyOrdinary Shares or a combination thereof due upon conversion to the Conversion Agent, and the number Conversion Agent will pay and/or deliver such cash and/or Ordinary Shares to such Holder on the second Business Day immediately following the last Trading Day of shares of Common Stockthe applicable Observation Period (or, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City timeCompany has elected Physical Settlement, on the date second Business Day immediately following the Company would have otherwise been required to deliver such considerationrelevant Conversion Date). In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, Ordinary Shares or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay and/or deliver, as the Holder case may be, the cash, Ordinary Shares or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable settlement date therefor as Observation Period (or, if the Company had not made an exchange has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) in lieu of conversion electionaccordance with Section 14.02. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, designated financial institution that would compensate the designated institution Company for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired wire such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed process a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. When (a) Notwithstanding any other provision of this Article 14, when a Holder surrenders Notes a Note for conversionconversion and the Conversion Date for such Note occurs prior to November 15, 2025, the Company Issuer may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Notes Note to a financial institution designated by the Company Issuer for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all in accordance with Section 14.02. By the Close close of Business business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Company will Issuer shall notify the Holder surrendering Notes for conversion, conversion that the Trustee and the Conversion Agent that it Issuer has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of pay and/or deliver such cash and number of and/or shares of Common StockStock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if anythe Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver Issuer shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant consideration to the Holder on the applicable settlement date therefor Conversion Date) as if the Company had not made an exchange set forth in lieu of conversion election. (ii) Section 14.02. The CompanyIssuer’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Issuer to do so). The Company will not pay any consideration to, and the Company Issuer may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When (a) Notwithstanding anything in this Indenture to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first second Business Day immediately following the Conversion DateDate (assuming for purposes of this Section 13.14 that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Notes to a financial institution designated by the Company (a “Financial Institution”) for exchange in lieu of conversion. . (b) In order to accept any such Notes surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, shares of Common Stock (and cash in lieu of fractional shares) equal to the consideration due upon conversion under Section 13.01(a) (the “Exchange Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. Property”). (c) By the Close close of Business business on the second Business Day immediately following the Conversion Date, the Company will must notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution Financial Institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and Financial Institution shall be delivered required to notify the conversion agent and to Conversion Agent whether it will deliver the designated institutionExchange Settlement Property upon exchange. (id) If the designated institution Financial Institution accepts any such Notes, it will shall deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation Exchange Settlement Property to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact deliver such Exchange Settlement Property to the Holder’s custodian with applicable Holder no later than the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anythird Business Day following the Conversion Date. Any Notes exchanged by the designated institution will Financial Institution shall remain outstanding. Outstanding, subject to Applicable Procedures. (e) If the designated institution Financial Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution the Financial Institution does not accept the Notes for exchange, the Company will shall deliver the relevant such conversion consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) . The Company’s designation of a financial institution the Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes. The Company will shall not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement with, the financial institution designated institution as the Financial 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 electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or a combination of cash and shares of Common Stock, at the time the Company Company’s election, that would otherwise be required to deliver such considerationdue upon conversion as described in Section 14.02 (the “Conversion Consideration”). By If the Close Company makes an Exchange Election, the Company shall, by the close of Business business on the Business Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it the Company has directed made the Exchange Election and the Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu relevant deadline for payment and/or delivery of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion Consideration. (ib) If the designated institution accepts any such Notes, it will deliver shall pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of pay and/or deliver such cash and number of and/or shares of Common Stock, if anyStock to such Holder on the third Business Day immediately following the relevant Conversion Date. Any Notes exchanged by the designated institution will remain outstanding, subject to applicable procedures of The Depository Trust Company (“DTC”). If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationConversion Consideration, or if such designated institution does not accept the Notes for exchange, the Company will shall pay and/or deliver the relevant consideration to the Holder on the applicable settlement date therefor Conversion Consideration as if the Company had not made an exchange in lieu of conversion electionExchange Election. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial such institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement shares of Common Stock (plus any cash in lieu of fractional shares) plus the Interest Make-Whole Amount that due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed made the Exchange Election, and the Company shall promptly notify the designated financial institution of the Physical Settlement Method with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and relevant deadline for payment and/or delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, any cash in lieu of fractional shares and the Interest Make-Whole Amount due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationconversion. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated financial institution will shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired shares of Common Stock, any cash in lieu of fractional shares and the any cash and/or Common Stock in respect of the Interest Make-Whole Amount due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required shares of Common Stock, together with cash in lieu of any fractional shares, plus the Interest Make-Whole Amount due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When (a) Notwithstanding any other provision of this Article XIII, when a Holder surrenders Notes a Note for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may beapplicable, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver shares of Common Stock (and cash in lieu of fractional shares) due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all in accordance with Section 13.02. By the Close close of Business business on the Business Day immediately following the relevant Conversion Date, the Company will shall notify the Holder surrendering Notes for conversion, conversion that the Trustee and the Conversion Agent that it Company has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver the amount shares of cash, if anyCommon Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the number of Transfer Agent shall deliver such shares of Common Stock, if any, due upon conversion Stock (and cash in lieu of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (xfractional shares ) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) on the second Business Day immediately following the relevant Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyDate). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, shares of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Company will shall convert the Notes and deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange shares or Common Stock (and cash in lieu of fractional shares) due upon conversion election. (ii) on the second Business Day immediately following the relevant Conversion Date as set forth in Section 13.02(c). The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company to do so). The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

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 first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or combination of cash and Common Stock, at the time the Company Company’s election, that would otherwise be required due upon conversion as described in Section 14.02 above or such other consideration agreed to deliver between the converting Holder and such considerationDesignated Financial Institution (the “Conversion Consideration”). By If the Close Company makes the election described above, the Company shall, by the close of Business business on the second Business Day immediately following the relevant Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make made such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if anyelection, and the number Company shall concurrently notify the Designated Institution of shares the relevant deadline for delivery of Common Stockthe Conversion Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, if any, due upon conversion of such Notes directly it shall so notify the converting Holders and the Designated Financial Institution on or prior to the Holder close of such Notes no later than 11:00 a.m., New York City time, business on the date Business Day following the Company would have otherwise been required to deliver such considerationrelevant Conversion Date. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution Designated Institution will remain outstanding. , subject to applicable procedures of the Depositary. (b) If the designated institution Designated Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related considerationConversion Consideration to the Conversion Agent, or if such designated institution the Designated Institution does not accept the such Notes for exchange, the Company will shall, within the time period specified in Section 14.02(c), deliver the relevant consideration to Conversion Consideration in accordance with the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu provisions of conversion electionSection 14.02. (iic) The For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require the financial institution Designated Institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution Notes for or with respect to such designationexchange.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrender, be delivered on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes Date to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee cash and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to Notes, as described in Section 14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, Conversion Agent and the Holder of such surrendering its Notes no later than 11:00 a.m.for conversion that it has made the Exchange Election, New York City time, on the date and the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) shall notify the designated financial institution shall send an e-mail confirmation to of the Conversion Agent once Cash Percentage it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer elected with respect to such Holder conversion and the relevant deadline for payment of such number cash and delivery of shares of Common Stock, if any, due upon conversion. The Company, the Holder surrendering its Notes for conversion, and (y) the Conversion Agent shall then contact cooperate to cause such Notes to be delivered to the Holderfinancial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s custodian instruction in connection with the Depositary to confirm their receipt effecting such Exchange Election and shall have no liability in respect of such cash and number of shares of Common Stock, if anyExchange Election outside its control. Any Notes exchanged by the designated institution will financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay the required cash or deliver the related considerationrequired shares of Common Stock, if any, due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay the required cash and deliver the relevant consideration shares of Common Stock, if any, due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct cause the Conversion Agent Notes to surrenderbe delivered, on or prior to the first Business close of business on the Trading Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or a combination of cash and shares of Common Stock, at the time the Company Company’s election, that would otherwise be required due upon conversion as described in ‎Section 14.02 above or such other consideration agreed to deliver such considerationby the converting Holder and the Designated Institution (the “Conversion Consideration”). By If the Close Company makes the election described above, the Company shall, by the close of Business business on the Business Trading Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has directed made such election, and the designated financial institution Company shall notify the Designated Institution of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to make an exchange be paid and/or delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Institution as set forth in lieu this ‎Section 14.12). Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of conversion the Depositary. The Company, the Conversion Agent and that the designated financial institution has agreed converting Holders shall cooperate to make cause such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall Notes to be delivered to the conversion agent Designated Institution and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact be entitled to conclusively rely on the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting any Exchange Election and shall not be liable for such Exchange Election outside of such cash and number of shares of Common Stock, if any. its control. (b) Any Notes exchanged by the designated institution will Designated Institution shall remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the procedures of the Depositary. If the designated institution any Designated Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver pay and/or deliver, as the case may be, the related considerationConversion Consideration to the Conversion Agent, or if such designated institution Designated Institution does not accept the such Notes for exchange, the Company will deliver shall, within the relevant consideration to time period specified in ‎Section 14.02(c), notify in writing the Holder on Trustee, the applicable settlement date therefor Conversion Agent and the Holders surrendering their Notes and shall 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 an exchange in lieu of conversion electionExchange Election. (iic) The For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this ‎Section 14.12 require the financial institution such Designated Institution to accept any NotesNotes for exchange (unless the Designated Institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated institution Designated Institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When (a) If at any time when a Holder surrenders Notes Securities for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or conversion prior to the first Business Day immediately following Stated Maturity of the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversionSecurities, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution.Company: (i) If the has designated a financial institution accepts any (a “Designated Institution”) to accept such Notes, it will deliver the amount of cash, if any, Securities in exchange for cash and the number of shares of Common Stock, if any, equal to the consideration due upon conversion as provided in Section 9.02; and (ii) notifies the Holder surrendering such Securities for conversion by the second Trading Day after the Conversion Date, that it has directed the Designated Institution to make an exchange in lieu of such Notes directly conversion, then, notwithstanding anything in this Indenture to the Holder of contrary, the Company may direct the Conversion Agent to surrender such Notes no later than 11:00 a.m., New York City timeSecurities, on or prior to the date commencement of the Company would have otherwise been required applicable Observation Period to the Designated Institution for exchange in lieu of conversion. (b) If the Designated Institution accepts Securities surrendered for exchange, it shall notify the Conversion Agent whether it shall deliver, upon exchange, all cash or a combination of cash and shares of Common Stock and shall deliver such consideration. In the case cash and shares of Notes held through the DepositaryCommon Stock, (x) the designated institution shall send an e-mail confirmation if any, as specified in Section 9.02 to the Conversion Agent once it has and the Stock Transfer Agent (ain the case of shares of Common Stock) wired and the Conversion Agent, and Stock Transfer Agent, if applicable, shall deliver such cashcash and shares of Common Stock, if any, to the Holder, providing a Federal Reference Numberon the third Business Day immediately following the last day of the applicable Observation Period, (b) processed a transfer which delivery shall be deemed to satisfy the Company’s conversion obligations under this Article 9 with respect to such Holder 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 Securities for exchange but does not timely deliver the related consideration to the Conversion Agent, or if the Designated Institution does not accept such Securities for exchange, the Company shall, on the third Business Day immediately following the last day of the applicable Observation Period, convert such number of Securities into cash and shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian in accordance with the Depositary to confirm their receipt provisions of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion electionSection 9.02. (iid) The For the avoidance of doubt, in no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 9.13 require the such financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution Securities for or with respect to such designationexchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or a combination of cash and shares of Common Stock, at the time the Company Company’s election, that would otherwise be required to deliver such considerationdue upon conversion as described in Section 14.02 (the “Conversion Consideration”). By If the Close Company makes an Exchange Election, the Company shall, by the close of Business business on the Business Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it the Company has directed made the Exchange Election and the Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu relevant deadline for payment and/or delivery of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion Consideration. (ia) If the designated institution accepts any such Notes, it will deliver shall pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of pay and/or deliver such cash and number of and/or shares of Common Stock, if anyStock to such Holder on the third Business Day immediately following the relevant Conversion Date. Any Notes exchanged by the designated institution will remain outstanding, subject to applicable procedures of The Depository Trust Company (“DTC”). If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationConversion Consideration, or if such designated institution does not accept the Notes for exchange, the Company will shall pay and/or deliver the relevant consideration to the Holder on the applicable settlement date therefor Conversion Consideration as if the Company had not made an exchange in lieu of conversion electionExchange Election. (iib) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial such institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When (a) Notwithstanding any other provision of this Article XIII, when a Holder surrenders Notes a Note for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may beapplicable, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver shares of Common Stock (and cash in lieu of fractional shares) due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all in accordance with Section 13.02. By the Close close of Business business on the Business Day immediately following the relevant Conversion Date, the Company will shall notify the Holder surrendering Notes for conversion, conversion that the Trustee and the Conversion Agent that it Company has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver the amount shares of cash, if anyCommon Stock (and cash in lieu of fractional shares) due upon conversion to the Transfer Agent, and the number of Transfer Agent shall deliver such shares of Common Stock, if any, due upon conversion Stock (and cash in lieu of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (xfractional shares) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) on the second Business Day immediately following the relevant Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyDate. Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, shares of Common Stock (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Company will shall convert the Notes and deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange shares or Common Stock (and cash in lieu of fractional shares) due upon conversion election. (ii) on the second Business Day immediately following the relevant Conversion Date as set forth in Section 13.02(c). The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company to do so). The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the first Business second Trading Day immediately following the related Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount cash, shares of Common Stock or combination thereof that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required due upon conversion pursuant to deliver such considerationSection 14.02 and in respect of which the Company has notified converting Holders. By If the Close Company makes an Exchange Election, the Company shall, by the close of Business business on the Business second Trading Day immediately following the relevant Conversion Date, the Company will notify the Holder surrendering its Notes for conversionconversion that the Company has made an Exchange Election. In addition, the Trustee Company shall concurrently notify the Designated Institution of the settlement method the Company has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or combination thereof due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. (b) If the Designated Institution accepts any Notes for exchange, it will pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent that it has directed will pay and/or deliver such cash, shares of Common Stock or combination thereof to the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy Holders of such notice shall include wire instructions and delivery instructions and shall be delivered to Notes in accordance with the conversion agent and to the designated institutionapplicable provisions of Section 14.02. (ic) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution Designated Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or combination thereof due upon conversion to the Conversion Agent, or if such designated institution the Designated Institution does not accept the such Notes for exchange, the Company will shall, within the time period specified in Section 14.02(c), pay and/or deliver the relevant consideration required cash, shares of Common Stock or combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under the provisions of Section 14.02 as if the Company had not made an exchange in lieu of conversion electionExchange Election. (iid) The For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require the financial institution such Designated Institution to accept any NotesNotes for exchange except pursuant to a separate agreement between the Company and such Designated Institution. The Company will not pay any consideration to, and the Company may, but will not be obligated has no obligation to, otherwise enter into such a separate agreement with any agreement with, Designated Institution that provides for compensation to the designated institution for or with respect Designated Institution pursuant to such designationthis Section 14.12.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrender, be delivered on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes Date to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that cash, shares of Common Stock or combination thereof due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution shall cooperate to make an exchange in lieu of conversion and that the designated financial institution has agreed cause such Notes to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated financial institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact be entitled to conclusively rely upon the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting such Exchange Election and shall have no liability in respect of such cash and number of shares of Common Stock, if anyExchange Election outside its control. Any Notes exchanged by the designated institution will financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first Business Scheduled Trading Day immediately following preceding the Conversion Datefirst Trading Day of the applicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). The Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election and shall have no liability in respect of such exchange election. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or and, if applicable, deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash and shares of Common Stock, if any, due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all in accordance with Section 14.02. By the Close close of Business business on the Business Scheduled Trading Day immediately following preceding the Conversion Datefirst Trading Day of the applicable Observation Period, the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that it the Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion. (ib) If the designated financial institution accepts any such Notes, it will deliver the amount of cashshall pay and, if anyapplicable, deliver, the cash and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder on the second Business Day immediately following the last Trading Day of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyapplicable Observation Period. Any Notes exchanged by the designated institution will shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and, if applicable, deliver the related considerationcash and shares of Common Stock if any, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay and, if applicable, deliver, the Holder cash and shares of Common Stock, if any, due upon conversion on the second Business Day immediately following the last Trading Day of the applicable settlement date therefor as if the Company had not made an exchange Observation Period in lieu of conversion electionaccordance with Section 14.02. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, designated financial institution that would compensate the designated institution Company for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, may direct the Conversion Agent in writing to surrender, on or prior to the first Business Scheduled Trading Day immediately following preceding the Conversion Datefirst Trading Day of the applicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, as provided under this Article 14. By the Close close of Business business on the Business Scheduled Trading Day immediately following preceding the Conversion Datefirst Trading Day of the applicable Observation Period, the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that conversion. If the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver pay the amount of cash, if anycash due upon conversion to the Conversion Agent, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired will pay such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer cash to such Holder on the third Business Day immediately following the last Trading Day of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyapplicable Observation Period. Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver pay the related considerationcash, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay the Holder cash due on the third Business Day immediately following the last day of the applicable settlement date therefor as if the Company had not made an exchange Observation Period, in lieu of conversion election. (ii) accordance with this Article 14. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransactions.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the first Business (1st) Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Ordinary Shares (plus any cash in lieu of fractional shares) plus the Interest Make-Whole Amount that due upon conversion as described in Section 13.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first (1st) Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed made the Exchange Election, and the Company shall promptly notify the designated financial institution of the Physical Settlement Method with respect to make an exchange such conversion and the relevant deadline for payment and/or delivery of Ordinary Shares, any cash in lieu of conversion fractional shares and that the designated financial institution has agreed to make such exchange in lieu of Interest Make-Whole Amount due upon conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated financial institution will shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired Ordinary Shares, any cash in lieu of fractional shares and the any cash and/or Ordinary Shares in respect of the Interest Make-Whole Amount due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required Ordinary Shares, together with cash in lieu of any fractional shares, plus the Interest Make-Whole Amount due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes Debentures for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following commencement of the Conversion Dateapplicable Observation Period, such Notes Debentures to a financial institution designated by the Company for exchange in lieu of conversionconversion (a “Designated Institution”). In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that If the Company would be obligated to deliver upon so elects, then by the conversion close of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business business on the Business second Trading Day immediately following after the Conversion Date, the Company will shall notify the Holder surrendering Notes Debentures for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy 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 such notice shall include wire instructions Common Stock or a combination of cash and delivery instructions and shall be delivered to shares of Common Stock in accordance with the conversion agent and to the designated institutionprovisions of Section 14.02. (ib) In order to accept any Debentures surrendered for conversion, the Designated Institution must agree to deliver, in exchange for such Debentures, 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 designated by the Conversion Agent to the Company. (c) If the designated institution Designated Institution accepts any such NotesDebentures surrendered for exchange under this Section 14.13, it will shall deliver the amount of such cash, if any, and the number of shares of Common Stock, if any, due upon conversion Stock or a combination of such Notes directly to cash and share of Common Stock in accordance with the Holder provisions of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation Section 14.02 to the Conversion Agent once it has (a) wired and the Conversion Agent shall deliver such cash, if any, cash and/or shares of Common Stock to the Holder, providing a Federal Reference Numberwithin the time period specified in Section 14.02(c), (b) processed a transfer which delivery shall be deemed to satisfy the Company’s Conversion Obligation with respect to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes Any Debentures so exchanged by the designated institution will such Designated Institution shall remain outstanding. outstanding for all purposes under this Indenture. (d) If the designated institution Designated Institution agrees to accept any Notes Debentures for exchange in lieu of conversion but does not timely deliver the related considerationconsideration to the Conversion Agent, or if such designated institution the Designated Institution does not accept the Notes such Debentures for exchange, the Company will deliver shall convert such Debentures into cash and/or shares of Common Stock, in accordance with the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu provisions of conversion electionSection 14.02. (iie) The For the avoidance of doubt, in no event will the Company’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 14.13 require the such financial institution to accept any Notes. Debentures for exchange. (f) The Company will shall not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement with, the designated institution Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that cash, shares of Common Stock or combination thereof due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, the Company will notify Conversion Agent and the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and relevant deadline for payment and/or delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationconversion. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated financial institution will shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct cause the Conversion Agent Notes to surrenderbe delivered, on or prior to the first Business close of business on the Trading Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or a combination of cash and shares of Common Stock, at the time the Company Company’s election, that would otherwise be required due upon conversion as described in ‎Section 14.02 above or such other consideration agreed to deliver such considerationby the converting Holder and the Designated Institution (the “Conversion Consideration”). By If the Close Company makes the election described above, the Company shall, by the close of Business business on the Business Trading Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has directed made such election, and the designated financial institution Company shall notify the Designated Institution of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to make an exchange be paid and/or delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Institution as set forth in lieu this ‎Section 14.12). Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of conversion the Depositary. The Company, the Conversion Agent and that the designated financial institution has agreed converting Holders shall cooperate to make cause such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall Notes to be delivered to the conversion agent Designated Institution and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact be entitled to conclusively rely on the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting any Exchange Election and shall not be liable for such Exchange Election outside of such cash and number of shares of Common Stock, if any. its control. (b) Any Notes exchanged by the designated institution will Designated Institution shall remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the procedures of the Depositary. If the designated institution any Designated Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver pay and/or deliver, as the case may be, the related considerationConversion Consideration to the Conversion Agent, or if such designated institution Designated Institution does not accept the such Notes for exchange, the Company will deliver shall, within the relevant consideration to time period specified in ‎Section 14.02(c), notify in writing the Holder on Trustee, the applicable settlement date therefor Conversion Agent and the Holders surrendering their Notes and shall 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 an exchange in lieu of conversion electionthe Exchange Election. (iic) The For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this ‎Section 14.12 require the financial institution such Designated Institution to accept any NotesNotes for exchange. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated institution Designated Institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or a combination of cash and shares of Common Stock, at the time the Company Company’s election, that would otherwise be required to deliver such considerationdue upon conversion as described in Section 14.02 (the “Conversion Consideration”). By If the Close Company makes an Exchange Election, the Company shall, by the close of Business business on the Business Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it the Company has directed made the Exchange Election and the Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu relevant deadline for payment and/or delivery of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion Consideration. (ib) If the designated institution accepts any such Notes, it will deliver shall pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of pay and/or deliver such cash and number of and/or shares of Common Stock, if anyStock to such Holder on the third Business Day immediately following the relevant Conversion Date. Any Notes exchanged by the designated institution will remain outstanding, subject to applicable DTC procedures. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationConversion Consideration, or if such designated institution does not accept the Notes for exchange, the Company will shall pay and/or deliver the relevant consideration to the Holder on the applicable settlement date therefor Conversion Consideration as if the Company had not made an exchange in lieu of conversion electionExchange Election. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial such institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders Notes for conversion, the Company may, at its electionunless it has called the relevant Notes for redemption, direct the Conversion Agent to surrender, on or prior to the first date two Business Day immediately Days following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. The Company must notify such financial institution of the applicable Conversion Date. In order to accept any Notes surrendered for conversionsuch Notes, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, a number of shares of Common Stock equal to the Settlement Amount that the Company would be obligated to deliver upon the conversion Conversion Rate in effect at such time, or at its option, cash or a combination of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close cash and shares of Business Common Stock in lieu thereof, calculated based on the Business Day immediately following the Conversion DateAverage Price, the Company will notify the Holder surrendering Notes plus cash for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversionany fractional shares. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the appropriate number of shares of Common StockStock (and cash, if any), due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m.or cash in lieu thereof, New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, and the Conversion Agent will deliver those shares or cash to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, the Company will, as promptly as practical thereafter, but not later than (1) the fifth Business Day following the Conversion Date, or (2) if such the designated institution does not accept elects to deliver cash or a combination of cash and shares of Common Stock, the third Business Day following the determination of the Conversion Average Price, convert the Notes and deliver shares of Common Stock, or, at the Company’s option cash in lieu thereof based on such Conversion Average Price. If the designated institution declines to accept any Notes surrendered for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange convert those Notes into shares of Common Stock, or cash in lieu thereof at the option of conversion electionthe Company. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the first second Business Day immediately following the applicable Conversion DateDate (assuming for purposes of this Section 13.10, and for the purpose of determining the related Observation Period, that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, as provided under this Article 13. By the Close close of Business business on the second Business Day immediately following the applicable Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that conversion. If the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver pay the amount of cash, if anycash due upon conversion to the Conversion Agent, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired will pay such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer cash to such Holder on the third Scheduled Trading Day immediately following the last Trading Day of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyapplicable Observation Period. Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related considerationcash, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay the Holder cash due on the third Scheduled Trading Day immediately following the last day of the applicable settlement date therefor Observation Period, in accordance with this Article 13 (based on such assumed Conversion Date as if the Company had not made an exchange in lieu of conversion election. (ii) described above). The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into any a separate agreement with, with the designated financial institution that would compensate it for or with respect to any such designationtransactions.

Exchange in Lieu of Conversion. When (a) Notwithstanding any other provision of this Article 4, when a Holder surrenders Notes a Note for conversion, and the Conversion Date for such Note occurs prior to March 15, 2028, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all in accordance with Section 4.02. By the Close of Business on the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the Close of Business on the second Business Day immediately following the relevant Conversion Date), the Company will shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion, conversion that the Trustee and the Conversion Agent that it Company has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of pay and/or deliver such cash and number of cash, shares of Common StockStock (and cash in lieu of fractional shares) or combination thereof to such Holder on the second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if anythe Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstandingOutstanding subject to the Applicable Procedures. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay and/or deliver, as the Holder case may be, the cash, shares or Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last VWAP Trading Day of the applicable settlement date therefor as Observation Period (or, if the Company had not made an exchange has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in lieu of conversion election. (ii) Section 4.02. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company to do so). The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When (a) Notwithstanding anything in this Indenture to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first second Business Day immediately following the Conversion DateDate (assuming for purposes of this Section 13.14 that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Notes to a financial institution designated by the Company (a “Financial Institution”) for exchange in lieu of conversion. . (b) In order to accept any such Notes surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, shares of Common Stock (and cash in lieu of fractional shares) equal to the consideration due upon conversion under Section 13.01(a), together with any additional shares of Common Stock representing the Fundamental Change Make-Whole Premium pursuant to Section 13.01(e) (the “Exchange Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. Property”). (c) By the Close close of Business business on the second Business Day immediately following the Conversion Date, the Company will must notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution Financial Institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and Financial Institution shall be delivered required to notify the conversion agent and to Conversion Agent whether it will deliver the designated institutionExchange Settlement Property upon exchange. (id) If the designated institution Financial Institution accepts any such Notes, it will shall deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation Exchange Settlement Property to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact deliver such Exchange Settlement Property to the Holder’s custodian with applicable Holder no later than the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anythird Business Day following the Conversion Date. Any Notes exchanged by the designated institution will Financial Institution shall remain outstanding. Outstanding, subject to Applicable Procedures. (e) If the designated institution Financial Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution the Financial Institution does not accept the Notes for exchange, the Company will shall deliver the relevant such conversion consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) . The Company’s designation of a financial institution the Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes. The Company will shall not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement with, the financial institution designated institution as the Financial Institution for or with respect to such designation.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrender, be delivered on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes Date to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that cash, shares of Common Stock or combination thereof due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify the Company will notify Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion in writing that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent that it has directed shall cooperate to cause such Notes to be delivered to the financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution to make an exchange in lieu of conversion and that shall remain outstanding, notwithstanding the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to surrender thereof by the Holder of such Notes no later than 11:00 a.m., New York City time, on and will be subject to the date the Company would have otherwise been required to deliver such consideration. In the case procedures of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and shall pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrender, be delivered on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes Date to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that cash, shares of Common Stock or combination thereof due upon conversion as described in ‎Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution shall cooperate to make an exchange in lieu of conversion and that the designated financial institution has agreed cause such Notes to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated financial institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact be entitled to conclusively rely upon the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting such Exchange Election and shall have no liability in respect of such cash and number of shares of Common Stock, if anyExchange Election outside its control. Any Notes exchanged by the designated institution will financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes a Note for conversion, and the relevant Conversion Date occurs prior to the 45th Scheduled Trading Day immediately preceding November 15, 2021, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first second Business Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount amount of cash that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationcash, all in accordance with Section 14.02. By the Close close of Business business on the second Business Day immediately following the Conversion Date, the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it the Company has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, cash due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related considerationcash amount, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration cash amount to the Holder on the applicable settlement date Settlement Date therefor in accordance with Section 14.02 as if the Company had not made an exchange in lieu of conversion election. (ii) . The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrendersurrender of, on or prior to the first Business Scheduled Trading Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all in accordance with Section 14.02. By the Close close of Business business on the Business Scheduled Trading Day immediately following the relevant Conversion Date, the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that it the Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion. (ib) If the designated financial institution accepts any such Notes, it will deliver shall pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion to such Holder on the second Business Day immediately following the last VWAP Trading Day of such Notes directly to the Holder of such Notes no later than 11:00 a.m.applicable Observation Period (or, New York City timeif the Company has elected Physical Settlement, on the date second Business Day immediately following the relevant Conversion Date, except that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date with respect to which the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositaryhas elected Physical Settlement, (x) the designated financial institution shall send an e-mail confirmation to settle any such conversion on the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstandingMaturity Date). If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay and/or deliver, as the Holder case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last VWAP Trading Day of the applicable settlement date therefor as Observation Period (or, if the Company had not made an exchange has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date, except that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date with respect to which the Company has elected Physical Settlement, the Company shall settle any such conversion on the Maturity Date) in lieu of conversion electionaccordance with Section 14.02. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement withdesignated financial institution that would compensate the Company for any such transaction. Any Notes exchanged by any designated financial institution pursuant to this Section 14.12 shall remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the applicable procedures of the Depositary. (d) The Company, the Conversion Agent and the Holders surrendering their Notes for conversion shall cooperate to cause such Notes to be delivered to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instructions in connection with effecting any exchange election and shall have no liability for or with respect to any such designationexchange election outside of its control.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent cause such Notes to surrenderbe delivered, on or prior to the first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock (or Reference Property, if applicable) or combination of cash and shares of Common Stock (or Reference Property, if applicable), at the time the Company Company’s election, that would otherwise be required due upon conversion as set forth in Section 14.02 above or such other amount agreed to deliver by such considerationHolder and the Designated Institution(s) and in respect of which the Company has notified converting Holders. By If the Close Company makes the election described above, the Company shall, by the close of Business business on the second Business Day immediately following the relevant Conversion Date, notify in writing the Holder (with a copy to the Trustee and the Conversion Agent (if not the Trustee)) surrendering Notes for conversion that it has made such election. In addition, the Company will shall concurrently notify the Designated Institution of the relevant deadline for delivery of the consideration due upon conversion. The Company, the Holder surrendering Notes for conversion, the Trustee Designated Institution and the Conversion Agent that it has directed the designated financial institution shall cooperate to make an exchange in lieu of conversion and that the designated financial institution has agreed cause such Notes to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent Designated Institution and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact be entitled to conclusively rely upon the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting any exchange election and shall no liability for such exchange election outside of such cash and number of shares of Common Stock, if anyits control. Any Notes exchanged by the designated institution Designated Institution will remain outstanding. outstanding notwithstanding the surrender of such Notes, and will be subject to applicable Depositary procedures. (b) If the designated institution Designated Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related considerationconsideration due upon conversion to the Conversion Agent, or if such designated institution the Designated Institution does not accept the such Notes for exchange, the Company will deliver shall notify the relevant consideration to Conversion Agent and the Holder on the applicable settlement date therefor as if Holders surrendering their Notes for conversion and the Company had not made an exchange shall, within the time period specified in lieu Section 14.02(c), convert such Notes into cash, shares of conversion Common Stock (or Reference Property, if applicable) or combination of cash and shares of Common Stock, at the Company’s election, in accordance with the provisions ofSection 14.02. (iic) The For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require the financial institution Designated Institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution Notes for or with respect to such designationexchange.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct cause the Conversion Agent Notes to surrenderbe delivered, on or prior to the first Business close of business on the second Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that cash, shares of Common Stock or combination thereof due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business second Trading Day immediately following the relevant Conversion Date, the Company will notify the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that it has directed made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to make an exchange in lieu of such conversion and that the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company and the Conversion Agent shall cooperate to cause such Notes to be delivered to the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact be entitled to conclusively rely on the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting any Exchange Election and shall have no liability for such Exchange Election outside of such cash and number of shares of Common Stock, if anyits control. Any Notes exchanged by the designated financial institution will shall remain outstanding, notwithstanding the surrender of such Notes and will be subject to the Applicable Procedures. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion in writing and shall pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When (a) Notwithstanding anything in this Indenture to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first second Business Day immediately following the applicable Conversion DateDate (assuming for purposes of this Section 13.10, and for the purpose of determining the related Observation Period, that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Notes to a financial institution designated by the Company (a “Financial Institution”) for exchange in lieu of conversion. . (b) In order to accept any such Notes surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or deliver, as the case may bepay, in exchange for such Notes, cash equal to the Settlement Amount that the Company would be obligated to deliver consideration due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. as provided in Section 13.03. (c) By the Close of Business on the second Business Day immediately following the applicable Conversion Date, the Company will must notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution Financial Institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (id) If the designated institution Financial Institution accepts any such Notes, it will deliver the appropriate amount of cash, if any, and the number of shares of Common Stock, if any, cash due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of will pay such cash and number to the Holder on the third Scheduled Trading Day following the last Trading Day of shares of Common Stock, if anythe applicable Observation Period. Any Notes exchanged by the designated institution such Financial Institution will remain outstanding. . (e) If the designated institution such Financial Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related cash consideration, or if such designated institution Financial Institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder will, on the applicable settlement date therefor third Scheduled Trading Day immediately following the last day of the Observation Period, convert the Notes into cash pursuant to Section 13.03 (based on such assumed Conversion Date as if the Company had not made an exchange in lieu of conversion election. (ii) described above). The Company’s designation of a financial institution Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes (unless the Financial Institution has separately made an agreement with the Company). The Company may, but is not obligated to, enter into a separate agreement with the designated Financial Institution that would compensate it for any such transactions. Except as otherwise provided in the Indenture, the Company will be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Price of the Common Stock, accrued Interest payable on the Notes and the Conversion Rate of the Notes. The Company will not pay any consideration tomake all these calculations in good faith and, absent manifest error, its calculations will be final and binding on Noteholders. The Company will provide a schedule of the Company’s calculations to each of the Trustee and the Conversion Agent, and each of the Company may, but Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of its calculations without independent verification. The Trustee will not be obligated to, otherwise enter into forward the Company’s calculations to any agreement with, Noteholder upon the designated institution for or with respect to such designationrequest of that Noteholder.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes Securities for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following date of determination of the Conversion DateAverage Price for such Securities, such Notes Securities to a financial institution designated by the Company (a "FINANCIAL INSTITUTION") for exchange in lieu of conversion. . (b) In order to accept any Notes such Securities surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or deliver, in exchange for such Securities, a number of shares of Common Stock equal to the applicable Conversion Rate in effect at such time, plus cash for any fractional shares, or cash or a combination of cash and shares of Common Stock in lieu thereof, at the option of the Financial Institution. Any cash amounts will be based on the Average Price. (c) If the Financial Institution accepts any such Securities, it will deliver the appropriate number of shares of Common Stock or cash, or any combination thereof, to the Conversion Agent and the Conversion Agent will deliver those shares or cash, or combination thereof, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionHolder. Any Securities exchanged by such Financial Institution will remain outstanding. (id) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution Financial Institution agrees to accept any Notes Securities for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution Financial Institution does not accept the Notes Security for exchange, the Company will, as promptly as practical thereafter, but not later than the third Business Day following the determination of the Average Price, convert the Securities into cash and shares, if any, of Common Stock, pursuant to Section 12.01(c). (e) In no event will the Company's designation of a Financial Institution pursuant to this Section 12.08 require such Financial Institution to accept any Securities for exchange. If the Financial Institution declines to accept any Securities surrendered for exchange, the Company will deliver the relevant consideration convert those Securities into cash and shares, if any, of Common Stock, pursuant to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesSection 12.01(c). The Company will shall not be obligated to pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement or arrangement with, the designated institution a Financial Institution for or with respect to such designationdesignation pursuant to this Section 12.08.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrenderbe delivered, on or prior to the first Business close of business on the Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock, or combination thereof due upon the conversion of such Notes at the time and in the manner provided in this Article 14 or such other consideration as agreed between the designated financial institution and such Holder. If the Company would otherwise be required to deliver such consideration. By makes an Exchange Election, the Close Company shall, by the close of Business business on the Business Trading Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it the Company has directed made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to make an exchange in lieu of such conversion and that the relevant deadline for payment and/or delivery of the cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Conversion Agent and the converting Holders shall cooperate to cause such Notes to be delivered to the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact be entitled to conclusively rely on the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting any Exchange Election and shall have no liability for such Exchange Election outside of such cash and number of shares of Common Stock, if anyits control. Any Notes exchanged by the designated financial institution will shall remain outstandingOutstanding, notwithstanding the surrender of such Notes and shall be subject to the procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver pay and/or deliver, as the case may be, the related consideration, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, in writing, and shall pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner provided in this Article 14 as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransactions.

Exchange in Lieu of Conversion. (a) When a Holder Noteholder surrenders 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 first Business Day immediately following the Conversion Date, surrender such Notes to a financial institution designated by the Company (a “Financial Institution”) for exchange in lieu of conversion. The Company must notify such Financial Institution of the Conversion Period for such Notes. (b) In order to accept any Notes surrendered for conversionsuch Notes, the designated financial institution Financial Institution must agree with the converting Noteholder in accordance with customary procedures for secondary market trading on or prior to pay and/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, cash equal to the Settlement Amount 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 Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the applicable Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and Period shall be delivered to the conversion agent 20 consecutive VWAP Trading Day period beginning on and to including the designated institutionfifth VWAP Trading Day after the Exchange Acceptance Date. (ic) If the designated institution Financial Institution accepts any such Notes, it will will, no later than the third Business Day following the last day of the Conversion Period for such Notes, deliver the amount of cash, if any, and the appropriate number of shares of Common StockStock (and cash, if any), due upon conversion of such or cash in lieu thereof, in accordance with customary settlement procedures. Any Notes directly exchanged by the Financial Institution will remain outstanding, and notwithstanding anything to the Holder contrary, will not be deemed to be “converted” for purposes of such the Indenture. If no Financial Institution accepts any Notes no later than 11:00 a.m.surrendered for exchange by the Exchange Acceptance Date, New York City time, a 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 would have otherwise been required to deliver such consideration. In will convert the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cashinto cash and, if anyapplicable, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of the Common Stock, if any, and Stock as set forth under Section 15.02(a). (yd) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution Financial Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if a Conversion Date will be deemed to have occurred on the Trading Day immediately following the date such designated institution does not accept the Notes for exchange, consideration was due by such Financial Institution and the Company will deliver convert the relevant consideration to Notes into cash and shares of the Holder Common Stock based on such Conversion Date and a new Conversion Period that commences on the applicable settlement date therefor third scheduled VWAP Trading Day immediately after such Conversion Date as if the Company had not made an exchange in lieu of conversion electionset forth under Section 15.02(a). (iie) The Company’s designation of a financial institution Financial Institution pursuant to which the Notes may be submitted for exchange this Section 15.03 does not require the financial institution Financial Institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement arrangement with, the designated institution Financial Institution for or with respect to such designationdesignation 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. In such event, the Company will accept such Notes for conversion as described in this Section 15.03, 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. When Notwithstanding anything to the contrary in this Article V, and subject to the terms of this Section 5.8, if a Holder surrenders Notes Note is submitted for conversion, the Company may, at its election, direct the Conversion Agent Pubco may elect to surrender, on or prior arrange to the first Business Day immediately following the Conversion Date, have such Notes to Note exchanged in lieu of conversion by a financial institution designated by Pubco. To make such election, Pubco must send notice of such election to the Company for exchange in lieu Holder of conversion. In order to accept any Notes surrendered for conversionsuch Note, the designated financial institution must agree to pay and/or deliver, as Trustee and the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By Conversion Agent before the Close of Business on the Business Day immediately following the 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 Note, together with delivery instructions for the Company Conversion Consideration due upon such conversion (including wire instructions, if applicable), to a financial institution designated by Pubco that has agreed to deliver such Conversion Consideration in the manner and at the time Pubco would have had to deliver the same pursuant to this Article V; (b) if such Note is a Global Note, then (i) such designated institution will notify the Holder surrendering Notes for conversion, the Trustee send written confirmation to Pubco and the Conversion Agent that it has directed promptly after wiring the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cashcash Conversion Consideration, if any, and the number of shares of Common Stock, if anydelivering any other Conversion Consideration, due upon such conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, Note; and (yii) the Conversion Agent shall then Pubco will as soon as reasonably practicable thereafter contact the such Holder’s custodian with the Depositary to confirm their receipt of the same; and (c) subject to the Depositary Procedures, such cash and number Note will not cease to be outstanding by reason of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for such exchange in lieu of conversion but does not timely deliver the related considerationconversion; provided, or however, that if such designated 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 exchange, conversion and will be responsible for delivering such Conversion Consideration in the Company will deliver manner and at the relevant consideration to the Holder on the applicable settlement date therefor time provided in this Article V as if the Company Pubco had not made 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 electionand shall have no liability for any such exchange outside of its control. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversionconversion and the Conversion Date for such Note occurs prior to February 15, 2028, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the first Business Scheduled Trading Day immediately following preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion DateObligation by Physical Settlement, on or prior to the Scheduled Trading Day immediately preceding the settlement date), such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof otherwise due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, as provided under this Article 14. By the Close close of Business business on the Business Scheduled Trading Day immediately following preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion DateObligation by Physical Settlement, by the close of business on the Scheduled Trading Day immediately preceding the settlement date), the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that conversion. If the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of pay and/or deliver such cash and number of and/or shares of Common StockStock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if anythe Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay and/or deliver, as the Holder case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable settlement date therefor as Observation Period (or, if the Company had not made an exchange has elected to satisfy the related Conversion Obligation by Physical Settlement, on the second Business Day immediately following the relevant Conversion Date), in lieu of conversion election. (ii) accordance with this Article 14. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransactions.

Exchange in Lieu of Conversion. When The Company shall have the option, exercisable at any time or from time to time, by an instrument in writing signed by the Company and provided to the Conversion Agent, to designate a, or change the existing designation of the, financial institution (an “Exchange Party”) to which Notes surrendered by a Holder surrenders Notes for conversion, the Company may, at its election, direct conversion will be initially offered by the Conversion Agent to surrender, on or prior to the first Business Day immediately following the Conversion Date, such Notes to behalf of a financial institution designated by the Company Holder for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution Exchange Party must agree to pay and/or deliver, as the case may be, deliver in exchange for such Notes, a number of full shares of Common Stock issuable on conversion thereof based on the Settlement Amount applicable Conversion Rate, plus cash for any fractional shares, or cash or a combination of cash and Common Stock in lieu thereof in the form that would otherwise have been deliverable by the Company would be obligated to deliver upon under this Article IX. If the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Exchange Party accepts any Notes for conversion, it will deliver to the Trustee Conversion Agent, and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver to converting Holders, the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of Stock or other consideration payable with respect to such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationNotes. In the case of Notes held through event that the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution Exchange Party agrees to accept any Notes for exchange conversion but fails to deliver the consideration for the converted Notes by the second Business Day following the determination of the Applicable Stock Price, the Notes will be converted by the Company in accordance with this Article IX and the Company will, as promptly as practical thereafter, but not later than three Business Days following the determination of the Applicable Stock Price, deliver to the Holder shares of Common Stock (together with any cash payment in lieu of conversion but fractional shares) or cash or a combination of cash and shares of Common Stock in accordance with Section 9.3. Any Notes exchanged by the Exchange Party shall remain outstanding. The designation by the Company of an Exchange Party does not timely deliver the related consideration, or if require such designated institution does not Exchange Party to accept the any Notes for exchangeconversion. If the Exchange Party declines to accept any Notes surrendered for conversion, the Company will deliver convert the relevant consideration to the Holder Notes on the applicable settlement date therefor as if the Company had not made an exchange terms provided in lieu of conversion election. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notesthis Indenture. The Company will not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement arrangement with, the designated institution Exchange Party for or with respect to such designation.

Exchange in Lieu of Conversion. When a Holder Noteholder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to pay and/or deliver, as timely deliver to the case may beConversion Agent for delivery to the Noteholder, in exchange for such Notes, the Settlement Amount shares of Common Stock that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required due upon conversion pursuant to deliver such considerationSection 10.02 (the “Exchange Consideration”) and in respect of which the Company has notified converting Noteholders. By the Close of Business on the second Business Day immediately following the relevant Conversion Date, the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion and such Designated Institution shall be required to notify the Conversion Agent that it shall deliver, upon exchange, the designated financial institution has agreed to make such exchange in lieu applicable Exchange Consideration. The Company shall concurrently notify the Designated Institution of the relevant deadline for delivery of the consideration due upon conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution Designated Institution accepts any such Notes, it will shall deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation applicable Exchange Consideration to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact deliver such exchange consideration to the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution Designated Institution will remain outstanding. If the designated institution Designated Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related considerationapplicable Exchange Consideration due upon conversion to the Conversion Agent, or if such designated institution the Designated Institution does not accept the such Notes for exchange, the Company shall, as promptly as practical thereafter, convert such Notes into shares of Common Stock in accordance with the provisions of Section 10.02. For the avoidance of doubt, in no event will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 10.11 require the financial institution Designated Institution to accept any NotesNotes for exchange. The Company will not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement with, the designated institution Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrender, be delivered on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes Date to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee cash and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to Notes, as described in Section 14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, Conversion Agent and the Holder of such surrendering its Notes no later than 11:00 a.m.for conversion that it has made the Exchange Election, New York City time, on the date and the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) shall notify the designated financial institution shall send an e-mail confirmation to of the Conversion Agent once Cash Percentage it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer elected with respect to such Holder conversion and the relevant deadline for payment of such number cash and delivery of shares of Common Stock, if any, and due upon conversion. No later than the second Business Day immediately following such Conversion Date, the Company must deliver (y) or cause the Conversion Agent to deliver) such Notes surrendered for exchange to the designated financial institution in lieu of conversion. The Conversion Agent shall then contact be entitled to conclusively rely upon the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting such Exchange Election and shall have no liability in respect of such cash and number of shares of Common Stock, if anyExchange Election outside its control. Any Notes exchanged by the designated institution will financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay the required cash or deliver the related considerationrequired shares of Common Stock, if any, due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay the required cash and deliver the relevant consideration shares of Common Stock, if any, due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Series 2025A Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrenderdeliver, on or prior to the first Business Trading Day immediately following the Conversion Date, such Series 2025A Notes to a one or more financial institution institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Series 2025A Notes surrendered for conversion, the designated financial institution Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Series 2025A Notes, cash up to the Settlement Amount that the Company would be obligated to deliver upon the conversion aggregate principal amount of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Series 2025A Notes, it will deliver the amount of and cash, if any, shares of Common Stock or a combination of cash and the number of 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 Series 2025A Notes that would otherwise be due upon conversion pursuant to Section 2.03 hereof (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before the close of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, business on the date Trading Day immediately following the Company would have otherwise been required to deliver such consideration. In relevant Conversion Date, notify in writing the case of Notes held through the DepositaryTrustee, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it (if other than the Trustee) and the Holder surrendering its Series 2025A Notes for conversion that the Company has (amade the Exchange Election, and the Company shall notify the Designated Financial Institution(s) wired such cashof the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and delivered, if any, to as the Holder, providing a Federal Reference Number, case may be. (b) processed a transfer Any Series 2025A Notes delivered to such Holder of such number of shares of Common Stock, if any, and (ythe Designated Financial Institution(s) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding, subject to applicable procedures of the Depositary. If the designated institution agrees Designated Financial Institution(s) agree(s) to accept any Series 2025A Notes for exchange in lieu of conversion but does not timely deliver pay and deliver, as the case may be, the related considerationConversion Consideration, or if such designated institution Designated Financial Institution does not accept the Series 2025A Notes for exchange, the Company will deliver shall pay and deliver, as the case may be, the relevant consideration Conversion Consideration as, and at the time, required pursuant to the Holder on the applicable settlement date therefor Indenture as if the Company had not made an exchange in lieu of conversion electionthe Exchange Election. (iic) The Company’s designation of a financial institution any Designated Financial Institution(s) to which the Series 2025A Notes may be submitted for exchange does not require the financial institution such Designated Financial Institution(s) to accept any Series 2025A Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. When Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Holder surrenders Notes Note is submitted for conversion, the Company may, at its election, direct the Conversion Agent may elect to surrender, on or prior arrange to the first Business Day immediately following the Conversion Date, have such Notes to Note exchanged in lieu of conversion by a financial institution designated by the Company for exchange in lieu of conversion(the “Designated Institution”). In order to accept any Notes surrendered for conversionTo make such election, the designated financial institution Company must agree send written notice of such election to pay and/or deliver, as the case may be, in exchange for Holder of such NotesNote, the Settlement Amount that Trustee and the Company would be obligated to deliver upon Conversion Agent (if other than the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By Trustee) before the Close of Business on the Business Day immediately following the Conversion DateDate for such Note (a “Conversion Election”), the Company will and shall notify the Holder surrendering Notes for conversion, Designated Institution and the Trustee and the Conversion Agent that it (if other than the Trustee) of the relevant Settlement Method and the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company has directed made such election, then: (A) no later than the designated Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent to deliver) such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions, if applicable), to a financial institution designated by the Company that has agreed to deliver such Conversion Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5; (B) if such Note is a Global Note, then such designated institution will send written confirmation to the Trustee and the Conversion Agent (if other than the Trustee) promptly after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such conversion to the Holder of such Note; and (C) such Note will not cease to be outstanding by reason of such exchange in lieu of conversion; provided, however, that if such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration, then the Company will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this Article 5 as if the Company had not elected to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy The Conversion Agent will be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Conversion Election and will have no liability in respect of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationConversion Election. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution any Designated Institution to which the Notes may be submitted for exchange conversion does not require the financial institution such Designated Institution to accept any Notes. The Company will not pay any consideration to, shall promptly notify in writing the Trustee and the Company may, but will Conversion Agent (if other than the Trustee) if any Notes for which a Conversion Election has been made are not be obligated to, otherwise enter into any agreement with, accepted by the designated institution Designated Institution for or with respect to such designation.Conversion Election

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement shares of Common Stock (plus any cash in lieu of fractional shares) plus the Interest Make-Whole Amount that due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed made the Exchange Election, and the Company shall promptly notify the designated financial institution of the Settlement Method with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and relevant deadline for payment and/or delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, any cash in lieu of fractional shares and the Interest Make-Whole Amount due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationconversion. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated financial institution will shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired shares of Common Stock, any cash in lieu of fractional shares and any cash and/or Common Stock in respect of the Interest Make-Whole Amount due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required shares of Common Stock, together with cash in lieu of any fractional shares, plus the Interest Make-Whole Amount due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes a Note for conversion, and the relevant Conversion Date occurs prior to the forty-seventh (47th) Scheduled Trading Day immediately preceding the Maturity Date, the Company may, at in its electionsole discretion, direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or or deliver, as the case may beapplicable, in exchange for such Notes, the Settlement Amount Conversion Consideration that the Company would be obligated to deliver pay or deliver, as applicable, upon the conversion of such Notes at the time the Company would otherwise be required to pay or deliver such considerationcash and/or shares of Common Stock, as applicable, all in accordance with Section 4.02. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it the Company has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, Conversion Consideration due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyConsideration. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related considerationapplicable Conversion Consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration Conversion Consideration due to the Holder on the applicable settlement date therefor Conversion Settlement Date thereof in accordance with Section 4.02 as if the Company had not made an exchange in lieu of conversion election. (ii) . The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversionconversion and the Conversion Date for such Note occurs prior to January 1, 2019, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the first Business Scheduled Trading Day immediately following preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion DateObligation by Physical Settlement, on or prior to the Scheduled Trading Day immediately preceding the settlement date), such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof otherwise due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, as provided under this Article 14. By the Close close of Business business on the Business Scheduled Trading Day immediately following preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion DateObligation by Physical Settlement, by the close of business on the Scheduled Trading Day immediately preceding the settlement date), the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that conversion. If the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver pay and/or deliver, as the amount of case may be, the cash, if anyshares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the number of Conversion Agent will pay and/or deliver such cash and/or shares of Common StockStock to such Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if any, due upon conversion of such Notes directly the Company has elected to satisfy the Holder of such Notes no later than 11:00 a.m., New York City timerelated Conversion Obligation by Physical Settlement, on the date third Business Day immediately following the Company would have otherwise been required to deliver such considerationrelevant Conversion Date). In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay and/or deliver, as the Holder case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last Trading Day of the applicable settlement date therefor as Observation Period (or, if the Company had not made an exchange has elected to satisfy the related Conversion Obligation by Physical Settlement, on the third Business Day immediately following the relevant Conversion Date), in lieu of conversion election. (ii) accordance with this Article 14. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransactions.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes Securities for conversion, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the first Business Scheduled Trading Day immediately following the Conversion Date, such Notes Securities to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes Securities surrendered for conversion, the designated financial institution must agree to pay and/or or deliver, as the case may be, to such Holder, in exchange for such NotesSecurities, the Settlement Amount that the Company would be obligated to deliver upon the conversion amount of such Notes cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the time the Company Company’s election, that would otherwise be required to deliver such considerationdue upon conversion, as provided under Section 4.02. By the Close close of Business business on the Business Scheduled Trading Day immediately following the Conversion Date, the Company will shall notify the Holder surrendering Notes Securities for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that conversion. If the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such NotesSecurities, it will deliver shall pay or deliver, as the amount of cashcase may be, the related conversion consideration to such Holder on the second Business Day immediately following the relevant Conversion Date, if anythe Company elects Physical Settlement, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, or on the date second Business Day immediately following the Company would have otherwise been required to deliver such consideration. In last Trading Day of the relevant Observation Period, in the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyany other Settlement Method. Notes Any Securities exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes Securities for exchange in lieu of conversion but does not timely deliver pay or deliver, as the case may be, the related conversion consideration, or if such designated financial institution does not accept the Notes Securities for exchange, the Company will deliver shall convert the Securities and pay or deliver, as the case may be, the relevant conversion consideration to due at the Holder on time and in the applicable settlement date therefor manner required under this Article 4 as if the Company had not made an exchange in lieu of conversion election. (ii) . The Company’s designation of a financial institution to which the Notes Securities may be submitted for exchange does not require the financial institution to accept any NotesSecurities (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransactions.

Exchange in Lieu of Conversion. When (a) Notwithstanding anything in this First Supplemental Indenture to the contrary, when a Holder surrenders Notes Debentures for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following commencement of the applicable Conversion DatePeriod, such Notes Debentures to a financial institution designated by the Company (a “Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) In no event will the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution Financial Institution to which the Notes Debentures may be submitted for exchange does not require the financial institution Financial Institution to accept any NotesDebentures. 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 will shall not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement or arrangement with, the designated institution a Financial Institution for or with respect to such designationdesignation pursuant to this Section 10.13.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the first Business second Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or combination thereof due upon the conversion of such Notes at the time and in the manner provided in this Article 14. If the Company would otherwise be required to deliver such consideration. By makes an Exchange Election, the Close Company shall, by the close of Business business on the Business second Trading Day immediately following the relevant Conversion Date, the Company will notify the Holder surrendering its Notes for conversion, conversion that the Trustee Company has made the Exchange Election and the Conversion Agent that it has directed Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu relevant deadline for payment and/or delivery of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, cash or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationconversion. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated financial institution will shall remain outstandingOutstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner provided in this Article 14 as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransactions.

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 surrenderdirect, on or prior to the first Business Day immediately following the relevant Conversion Date, the Conversion Agent to cause the surrender of such Notes (subject to a the applicable procedures of the Depositary and the procedures set forth in this Indenture) to one or more financial institution institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or a combination of cash and shares of Common Stock, at the time the Company Company’s election, that would otherwise be required due upon conversion as described in Section 14.02 above or such other amount agreed to deliver such considerationby the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). By If the Close Company makes the election described above, the Company shall, by the close of Business business on the Business Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has directed the designated financial institution to make an exchange made such election (and include in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent Trustee and the Conversion Agent (if other than the Trustee) the contact information of the Designated Institution), and the Company shall notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered. Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of the designated institutionDepositary. (ib) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution Designated Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver pay and/or deliver, as the case may be, the related considerationConversion Consideration to the Conversion Agent, or if such designated institution Designated Institution does not accept the such Notes for exchange, the Company will deliver shall, within the relevant consideration to time period specified in Section 14.02(c), pay or deliver, as the Holder on case may be, the applicable settlement date therefor Conversion Consideration in accordance with the provisions of Section 14.02 as if the Company had not made an exchange in lieu of conversion electionthe Exchange Election. (iic) The For the avoidance of doubt, in no event will the Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require the financial institution such Designated Institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution Notes for or with respect to such designationexchange.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, may direct the Conversion Agent in writing to surrender, on or prior to the first Business Scheduled Trading Day immediately following preceding the Conversion Datefirst Trading Day of the applicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, as provided under this Article 14. By the Close close of Business business on the Business Scheduled Trading Day immediately following preceding the Conversion Datefirst Trading Day of the applicable Observation Period, the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that conversion. If the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver pay the amount of cash, if anycash due upon conversion to the Conversion Agent, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired will pay such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer cash to such Holder on the third Business Day immediately following the last Trading Day of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyapplicable Observation Period. Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver pay the related considerationcash, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay the Holder cash due on the third Business Day immediately following the last Trading Day of the applicable settlement date therefor as if the Company had not made an exchange Observation Period, in lieu of conversion election. (ii) accordance with this Article 14. The Company’s 's designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes for conversionconversion and the Conversion Date for such Notes occurs prior to December 15, 2029, the Company may, at its election, direct cause the Conversion Agent to surrender, on or prior to the first Business Scheduled Trading Day immediately following preceding the first Trading Day of the applicable Conversion DateReference Period, such Notes to a financial institution designated by the Company us for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all as provided under Section 13.02. By the Close close of Business business on the Business Scheduled Trading Day immediately following preceding the first Trading Day of the applicable Conversion DateReference Period, the Company we will notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has we have directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver pay and/or deliver, as the amount of case may be, the cash, if anyshares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the number of Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer Stock to such Holder on the second Business Day immediately following the last Trading Day of such number of shares of Common Stock, if any, and (y) the applicable Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyReference Period. Any Notes exchanged by the designated institution will remain outstanding, subject to the Depositary’s applicable procedures. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, we will convert the Company will deliver Notes and pay and/or deliver, as the relevant consideration to case may be, the Holder cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last trading day of the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion electionConversion Reference Period. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder Noteholder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to pay and/or deliver, as timely deliver to the case may beConversion Agent for delivery to the Noteholder, in exchange for such Notes, the Settlement Amount shares of Common stock and/or cash that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required due upon conversion pursuant to deliver such considerationSection 5.02 and in respect of which the Company has notified converting Noteholders. By If the Close of Business on Company makes the Business Day immediately following the Conversion Dateelection provided for in this Section 5.11, the Company will shall, by the close of business on the second Business Day following the relevant Conversion Date as part of its Settlement Notice, notify the Holder Noteholder surrendering its Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed made such election. In addition, the designated financial institution 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 make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu relevant deadline for delivery of the consideration due upon conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution Designated Institution will remain outstandingOutstanding. If the designated institution Designated Institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related considerationconsideration due upon conversion to the Conversion Agent, or if such designated institution the Designated Institution does not accept the such Notes for exchange, the Company shall, as promptly as practical thereafter, convert such Notes into cash and/or shares of Common Stock, as applicable in accordance with the provisions of Section 5.02. For the avoidance of doubt, in no event will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 5.11 require the financial institution Designated Institution to accept any NotesNotes for exchange. The Company will not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement with, the designated institution Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes NY\6371365.3 directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, 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 Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Notes to a financial institution designated by the Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). The Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election and shall have no liability in respect of such exchange election. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all in accordance with Section 14.02. By the Close close of Business business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that it the Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion. (ib) If the designated financial institution accepts any such Notes, it will deliver shall pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion to such Holder on the second Business Day immediately following the last Trading Day of such Notes directly to the Holder of such Notes no later than 11:00 a.m.applicable Observation Period (or, New York City timeif the Company has elected Physical Settlement, on the date second Business Day immediately following the Company would have otherwise been required to deliver such considerationrelevant Conversion Date). In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution will shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the relevant consideration to Notes and pay and/or deliver, as the Holder case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable settlement date therefor as Observation Period (or, if the Company had not made an exchange has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) in lieu of conversion electionaccordance with Section 14.02. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, designated financial institution that would compensate the designated institution Company for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. conversion.5 In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that shares of Common Stock (plus any cash in lieu of fractional shares). If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed made the Exchange Election, and the Company shall promptly notify the designated financial institution of the Physical Settlement Method with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and relevant deadline for payment and/or delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion and any cash in lieu of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationfractional shares. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated financial institution will shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired shares of Common Stock and any cash in lieu of fractional shares, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required shares of Common Stock, together with cash in lieu of any fractional shares, due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When (a) Notwithstanding any other provision of this Article 4, when a Holder surrenders Notes a Note for conversion, and the Conversion Date for such Note occurs prior to December 15, 2031, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the first Business Scheduled Trading Day immediately following preceding the Conversion Datefirst VWAP Trading Day of the applicable Observation Period , such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay the required cash and/or deliverdeliver shares of Common Stock, as the case may beif any, due upon conversion, all in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationaccordance with Section 4.02. By the Close of Business on the Business Scheduled Trading Day immediately following preceding the Conversion Datefirst VWAP Trading Day of the applicable Observation Period, the Company will shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion, conversion that the Trustee and the Conversion Agent that it Company has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will pay the required cash and/or deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent, and the Conversion Agent once it has shall pay the required cash and/or deliver such shares of Common Stock (a) wired such cashand cash in lieu of fractional shares), if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder on the second Business Day immediately following the last VWAP Trading Day of such number of the applicable Observation Period. Any Notes exchanged by the designated financial institution will remain Outstanding subject to the Applicable Procedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay the required cash and/or deliver the related shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated financial institution does not accept the Notes for exchange, the Company will shall convert the Notes and pay the required cash and/or deliver the relevant consideration to the Holder shares or Common Stock, if any due upon conversion on the second Business Day immediately following the last VWAP Trading Day of the applicable settlement date therefor Observation Period as if the Company had not made an exchange set forth in lieu of conversion election. (ii) Section 4.02. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company to do so). The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrender, be delivered on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes Date to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that cash, shares of Common Stock or combination thereof due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, Conversion Agent and the Holder surrendering its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution shall cooperate to make an exchange in lieu of conversion and that the designated financial institution has agreed cause such Notes to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated financial institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact be entitled to conclusively rely upon the HolderCompany’s custodian instruction in connection with the Depositary to confirm their receipt effecting such Exchange Election and shall have no liability in respect of such cash and number of shares of Common Stock, if anyExchange Election outside its control. Any Notes exchanged by the designated institution will financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrenderbe delivered, on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that cash, shares of Common Stock or combination thereof due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion, the Trustee . The Company and the Conversion Agent that it has directed shall cooperate to cause such Notes to be delivered to such designated financial institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability in respect of such Exchange Election outside of its control. Any Notes exchanged by the designated financial institution to make an exchange in lieu of conversion and that shall remain outstanding, notwithstanding the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to surrender thereof by the Holder of such Notes no later than 11:00 a.m., New York City time, on and will be subject to the date the Company would have otherwise been required to deliver such consideration. In the case procedures of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or a combination of cash and shares of Common Stock, at the time the Company Company’s election, that would otherwise be required to deliver such considerationdue upon conversion as described in ‎Section 14.02 (the “Conversion Consideration”). By If the Close Company makes an Exchange Election, the Company shall, by the close of Business business on the Business Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it the Company has directed made the Exchange Election and the Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu relevant deadline for payment and/or delivery of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion Consideration. (ib) If the designated institution accepts any such Notes, it will deliver shall pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of pay and/or deliver such cash and number of and/or shares of Common Stock, if anyStock to such Holder on the third Business Day immediately following the relevant Conversion Date. Any Notes exchanged by the designated institution will remain outstanding, subject to applicable DTC procedures. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationConversion Consideration, or if such designated institution does not accept the Notes for exchange, the Company will shall pay and/or deliver the relevant consideration to the Holder on the applicable settlement date therefor Conversion Consideration as if the Company had not made an exchange in lieu of conversion electionExchange Election. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial such institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the first Business second Trading Day immediately following the Conversion Date, such Notes to a one or more financial institution institutions designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee cash and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion conversion, all as provided in this Article 14. If the Company makes an Exchange Election, by the close of such Notes directly to business on the second Trading Day following the relevant Conversion Date, the Company shall notify the Holder of such surrendering it Notes no later than 11:00 a.m., New York City time, on the date for conversion that the Company would have otherwise been has directed such designated financial institution(s) to make an exchange in lieu of conversion and such designated financial institution(s) shall be required to notify the Conversion Agent whether it will pay and/or deliver such considerationthe consideration due upon conversion upon exchange. In the case of Notes held through the Depositary, (x) If the designated institution financial institution(s) accepts any such Notes, it (or they) shall send an e-mail confirmation pay and/or deliver the Settlement Amount due upon conversion to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact pay and/or deliver such Settlement Amount to the relevant Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution will financial institution(s) shall remain outstanding. If the designated institution financial institution(s) agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationSettlement Amount due upon conversion, or if such designated institution financial institution(s) does not accept the Notes for exchange, the Company will shall pay and/or deliver the relevant consideration Settlement Amount due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner provided in this Article 14 as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a any financial institution institution(s) to which the Notes may be submitted for exchange does not require the financial institution institution(s) to accept any Notes. The Company will may, but is not obligated to, pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement with, the any designated institution financial institution(s) for or with respect to such designation.

Exchange in Lieu of Conversion. When Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Holder surrenders Notes Note is submitted for conversion, the Company may, at its election, direct the Conversion Agent may elect to surrender, on or prior arrange to the first Business Day immediately following the Conversion Date, have such Notes to Note exchanged in lieu of conversion by a financial institution designated by the Company for exchange in lieu of conversionCompany. In order to accept any Notes surrendered for conversionTo make such election, the designated financial institution Company must agree send written notice of such election to pay and/or deliver, as the case may be, in exchange for Holder of such NotesNote, the Settlement Amount that Trustee and the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By Conversion Agent before the Close of Business on the Business Day immediately following the 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 will notify the Holder surrendering Notes for conversion, the Trustee and must deliver (or cause the Conversion Agent that it has directed to deliver) such Note, together with delivery instructions for the designated Conversion Consideration due upon such conversion (including wire instructions, if applicable), to a financial institution to make an exchange in lieu of conversion and designated by the Company that the designated financial institution has agreed to make deliver such exchange Conversion Consideration (or such other amount agreed to by such Holder and such financial institution) in lieu of conversion. A copy of the manner and at the time the Company would have had to deliver the same pursuant to this Article 5; (B) if such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. Note is a Global Note, then (i) If the such designated institution accepts any will send written confirmation to the Conversion Agent promptly after wiring the cash Conversion Consideration (or such Notes, it will deliver the other cash amount of cashagreed to by such Holder and such financial institution), if any, and the number of shares of Common Stock, if anydelivering any other Conversion Consideration (or such other consideration agreed to by such Holder and such financial institution), due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, Note; and (yii) the Conversion Agent shall then will as soon as reasonably practicable thereafter contact the such Holder’s custodian with the Depositary to confirm their receipt of the same; and (C) such cash and number Note will not cease to be outstanding by reason of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for such exchange in lieu of conversion but does not timely deliver the related considerationconversion; provided, or however, that if such designated financial institution does not accept the Notes for exchangesuch Note or fails to timely deliver such Conversion Consideration (or such other amount agreed to by such Holder and such financial institution), then the Company will deliver be responsible for delivering the relevant consideration to Conversion Consideration otherwise due upon conversion in the Holder on manner and at the applicable settlement date therefor time provided in this Article 5 as if the Company had not made elected to make an exchange in lieu of conversion conversion. The Conversion Agent will be entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election and will have no liability in respect of such exchange election. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. When The Company shall have the option, exercisable at any time or from time to time, by an instrument in writing signed by the Company and provided to the Conversion Agent, to designate a, or change the existing designation of the, financial institution (an “Exchange Party”) to which Notes surrendered by a Holder surrenders Notes for conversion, the Company may, at its election, direct conversion will be initially offered by the Conversion Agent to surrender, on or prior to the first Business Day immediately following the Conversion Date, such Notes to behalf of a financial institution designated by the Company Holder for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution Exchange Party must agree to pay and/or deliver, as the case may be, deliver in exchange for such Notes, a number of full shares of Common Stock issuable upon conversion thereof based on the Settlement Amount applicable Conversion Rate, plus cash for any fractional shares, or cash or a combination of cash and Common Stock in lieu thereof in the form that would otherwise have been deliverable by the Company would be obligated to deliver upon under this Article IX. If the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Exchange Party accepts any Notes for conversion, it will deliver to the Trustee Conversion Agent, and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver to converting Holders, the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of Stock or other consideration payable with respect to such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationNotes. In the case of Notes held through event that the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution Exchange Party agrees to accept any Notes for exchange conversion but fails to deliver the consideration for the converted Notes by the second Business Day following the determination of the Applicable Stock Price, the Notes will be converted by the Company in accordance with this Article IX and the Company will, as promptly as practical thereafter, but not later than three Business Days following the determination of the Applicable Stock Price, deliver to the Holder shares of Common Stock (together with any cash payment in lieu of conversion but fractional shares) or cash or a combination of cash and shares of Common Stock in accordance with Section 9.3. Any Notes exchanged by the Exchange Party shall remain outstanding. The designation by the Company of an Exchange Party does not timely deliver the related consideration, or if require such designated institution does not Exchange Party to accept the any Notes for exchangeconversion. If the Exchange Party declines to accept any Notes surrendered for conversion, the Company will deliver convert the relevant consideration to the Holder Notes on the applicable settlement date therefor as if the Company had not made an exchange terms provided in lieu of conversion election. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notesthis Indenture. The Company will not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement arrangement with, the designated institution Exchange Party 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 electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the first second Business Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion cash, shares of such Notes Common Stock or a combination of cash and shares of Common Stock, at the time the Company Company’s election, that would otherwise be required to deliver such considerationdue upon conversion as described in ‎Section 14.02 (the “Conversion Consideration”). By If the Close Company makes an Exchange Election, the Company shall, by the close of Business business on the Business Day immediately following the relevant Conversion Date, the Company will notify in writing the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it the Company has directed made the Exchange Election and the Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu relevant deadline for payment and/or delivery of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionConversion Consideration. (ib) If the designated institution accepts any such Notes, it will deliver shall pay and/or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of pay and/or deliver such cash and number of and/or shares of Common Stock, if anyStock to such Holder on the third Business Day immediately following the relevant Conversion Date. Any Notes exchanged by the designated institution will remain outstanding, subject to applicable procedures of The Depository Trust Company (“DTC”). If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationConversion Consideration, or if such designated institution does not accept the Notes for exchange, the Company will shall pay and/or deliver the relevant consideration to the Holder on the applicable settlement date therefor Conversion Consideration as if the Company had not made an exchange in lieu of conversion electionExchange Election. (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial such institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the first Business Trading Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, the Settlement Amount that cash, shares of Common Stock or combination thereof due upon conversion as described in Section 14.02. If the Company would be obligated to deliver upon the conversion of such Notes at the time makes an Exchange Election, the Company would otherwise be required to deliver such consideration. By shall, by the Close close of Business business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Company will notify Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to make an exchange in lieu of such conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and relevant deadline for payment and/or delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationconversion. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated financial institution will shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationrequired cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company will shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the relevant consideration required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder on at the applicable settlement date therefor time and in the manner required under this Indenture as if the Company had not made an exchange in lieu of conversion election. (ii) Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will shall not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Holder surrenders 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.(a “Designated Institution”). To make such election, direct the Company must send notice of such election to the Holder of such Note, the Trustee and the Conversion Agent to surrender, before the Close of Business on or prior to the first Business Day immediately following the Conversion Date for such Note (an “Exchange Election”) and will notify the Designated Institution and the Trustee and the Conversion Agent of the relevant Settlement Method and the relevant deadline for payment or delivery of the Conversion Consideration. If the Company has made such election, then the following will apply: (A) No later than the second Business Day immediately following such Conversion Date, such Notes to a financial institution designated by the Company must deliver (or cause the Conversion Agent to deliver) such Note surrendered for exchange to the Designated Institution in lieu of conversion. In order to accept any Notes surrendered for conversionexchange, the designated financial institution Designated Institution must agree to timely pay and/or deliver, as or deliver such Conversion Consideration in the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes manner and at the time the Company would otherwise be required have had to deliver the same pursuant to this Article 5; and (B) such consideration. By Note will not cease to be outstanding by reason of such exchange in lieu of conversion (and, if such Note is a Global Note, such exchange will be subject to the Close of Business on the Business Day immediately following the Depositary Procedures); provided, however, that if such Designated Institution does not accept such Note or fails to timely deliver such Conversion DateConsideration, then the Company will notify be responsible for delivering such Conversion Consideration in the Holder surrendering Notes for conversion, manner and at the Trustee and time provided in this Article 5 as if the Conversion Agent that it has directed the designated financial institution Company had not elected to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy The Conversion Agent will be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and will have no liability in respect of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationExchange Election. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution any Designated Institution to which the Notes may be submitted for exchange does not require the financial institution such Designated Institution to accept any Notes. The Company will not pay any consideration to, promptly notify in the Trustee and the Company may, but will Conversion Agent if any Notes for which an Exchange Election has been made are not be obligated to, otherwise enter into any agreement with, accepted by the designated institution Designated Institution for or with respect to such designationExchange Election.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes a Note for conversion, and the relevant Conversion Date occurs prior to the 65th Scheduled Trading Day immediately preceding February 15, 2020, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first second Business Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount amount of cash that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationcash, all in accordance with Section 14.02. By the Close close of Business business on the second Business Day immediately following the Conversion Date, the Company will shall notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it the Company has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, cash due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related considerationcash amount, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration cash amount to the Holder on the applicable settlement date Settlement Date therefor in accordance with Section 14.02 as if the Company had not made an exchange in lieu of conversion election. (ii) . The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders Notes for conversion, the Company may, at its electionunless it has called the relevant Notes for redemption, direct the Conversion Agent to surrender, on or prior to the first date two Business Day immediately Days following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. The Company must notify such financial institution of the applicable Conversion Date. In order to accept any Notes surrendered for conversionsuch Notes, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, a number of shares of Common Stock equal to the Settlement Conversion Rate in effect at such time, or at its option, cash or a combination of cash and shares of Common Stock in lieu thereof, calculated based on the Average Price, plus cash for any fractional shares and any Early Conversion Make Whole Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be have been required to deliver pay pursuant to Section 10.08 if it had converted such considerationNotes. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the appropriate number of shares of Common StockStock (and cash, if any), due upon conversion of such Notes directly or cash in lieu thereof, to the Holder of such Notes no later than 11:00 a.m., New York City time, on Conversion Agent and the date Conversion Agent will deliver those shares or cash to the Holder. Such designated institution will also deliver cash equal to any Early Conversion Make Whole Amount the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to pay such Holder of such number of shares of Common Stock, pursuant to Section 10.08 if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if anyit had converted its Notes. Any Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, the Company will, as promptly as practical thereafter, but not later than the third Business Day following (1) the Conversion Date, or (2) if such the designated institution does not accept elects to deliver cash or a combination of cash and shares of Common Stock, the determination of the Average Price, convert the Notes and deliver shares of Common Stock, or, at the Company's option cash in lieu thereof based on such Average Price, along with any applicable Early Conversion Make Whole Amount. If the designated institution declines to accept any Notes surrendered for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange convert those Notes into shares of Common Stock, or cash in lieu thereof at the option of conversion electionthe Company. (ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following commencement of the Conversion Dateapplicable Observation Period, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as deliver to the case may beConversion Agent for delivery to such Holder, in exchange for such NotesNotes to be delivered to such designated institution by the Conversion Agent, all cash and shares of Common Stock, if any, equal to the Settlement Amount consideration otherwise due upon conversion, as provided under this Article 5 (assuming for this purpose and for the purpose of determining the related Observation Period that the Company would be obligated to deliver upon the conversion of date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), at the time sole option of the Company would otherwise be required designated institution and as is designated to deliver such considerationthe Conversion Agent by the Company. By the Close close of Business business on the Business Trading Day immediately following preceding the Conversion Datestart of the Observation Period, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that such designated institution will be required to notify the designated financial institution has agreed to make such exchange in lieu Conversion Agent, who will then notify the Holder, whether it will deliver, upon exchange, all cash or a combination of conversioncash and shares of Common Stock (by the Company’s specifying a Cash Percentage as provided under this Article 5). A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cashcash and, if anyapplicable, and the appropriate number of shares of Common Stock to the Conversion Agent on the date such cash and shares of Common Stock, if any, would otherwise be due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to as set forth in this Article 5 and the Conversion Agent once it has (a) wired such cash, if any, to will promptly deliver the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of those shares of Common Stock, if anyto Holders. Any Notes exchanged by the designated institution will remain outstandingOutstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall, no later than the relevant consideration to third Business Day immediately following the Holder last day of the related Observation Period, convert the Notes into cash and shares of Common Stock, if any, in accordance with this Article 5 (based on such assumed Conversion Date as described above and the applicable settlement date therefor specified Cash Percentage as if the Company had not made an exchange in lieu of conversion election. (ii) described above). The Company’s designation of a financial an institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. When Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Holder surrenders Notes Note is submitted for conversion, the Company may, at its election, direct the Conversion Agent may elect to surrender, on or prior arrange to the first Business Day immediately following the Conversion Date, have such Notes to Note exchanged in lieu of conversion by a financial institution designated by the Company (a “Designated Institution”). To make such election, the Company must send notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before the Close of Business on the Business Day immediately following the Conversion Date for exchange such Note (an “Exchange Election”) and shall notify the Designated Institution and the Trustee and the Conversion Agent (if other than the Trustee) of the relevant Settlement Method and the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company has made such election, then: (A) no later than the second Business Day immediately following such Conversion Date, the Company must deliver (or direct the Conversion Agent to deliver) such Notes surrendered for exchange, to the Designated Institution in lieu of conversion. In order to accept any Notes surrendered for conversionexchange, the designated financial institution Designated Institution must agree in writing to timely pay and/or deliver, as deliver such Conversion Consideration in the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes manner and at the time the Company would otherwise be required have had to deliver the same pursuant to this Article 5; and (B) such consideration. By Note will not cease to be outstanding by reason of such exchange in lieu of conversion and such exchange shall be subject to the Close applicable procedures of Business on the Business Day immediately following the Depositary; provided, however, that if such Designated Institution does not accept such Notes or fails to timely deliver such Conversion DateConsideration, then the Company will notify be responsible for delivering such Conversion Consideration in the Holder surrendering Notes for conversion, manner and at the Trustee and time provided in this Article 5 as if the Conversion Agent that it has directed the designated financial institution Company had not elected to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy The Conversion Agent will be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and will have no liability in respect of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such considerationExchange Election. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election. (ii) The Company’s designation of a financial institution any Designated Institution to which the Notes may be submitted for exchange does not require the financial institution such Designated Institution to accept any Notes. The Company will not pay any consideration to, shall promptly notify in writing the Trustee and the Company may, but will Conversion Agent (if other than the Trustee) if any Notes for which an Exchange Election has been made are not be obligated to, otherwise enter into any agreement with, accepted by the designated institution Designated Institution for or with respect to such designationExchange Election.

Exchange in Lieu of Conversion. When a Holder surrenders Notes Securities for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following the Conversion Date, surrender such Notes Securities to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes Securities surrendered for conversion, the designated financial institution Designated Institution must agree to pay and/or deliver, as the case may be, in exchange for such NotesSecurities, the Settlement Amount that the Company would be obligated to deliver shares of Common Stock based upon the conversion applicable Conversion Rate or a combination of such Notes at cash and shares of Common Stock, if applicable, equal to the time the Company would otherwise be required to deliver such considerationconsideration due upon conversion, as determined under Section 12.01(d). By the Close close of Business business on the Business Scheduled Trading Day immediately following preceding the Conversion Datestart of the Observation Period, the Company will notify the Holder surrendering Notes Securities for conversion, the Trustee and the Conversion Agent conversion that (i) it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion and that (ii) whether the designated financial institution has agreed to make such exchange in lieu Designated Institution will deliver, upon exchange, shares of conversion. A copy Common Stock based upon the applicable Conversion Rate or a combination of such notice shall include wire instructions cash and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if anyapplicable, equal to the consideration due upon conversion of conversion, as determined under Section 12.01(d). If the Designated Institution accepts any such Notes directly to Securities, it will deliver the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such appropriate number of shares of Common Stock or cash and shares of Common Stock, if anyapplicable, and (y) as the case may be, to the Conversion Agent shall then contact and the Holder’s custodian with the Depositary to confirm their receipt Conversion Agent will deliver those shares of such Common Stock or cash and number of shares of Common Stock, if anyapplicable, as the case may be, to the Holder. Notes Any Securities exchanged by the designated institution Designated Institution will remain outstanding. If the designated institution Designated Institution agrees to accept any Notes Securities for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution Designated Institution does not accept the Notes Securities for exchange, the Company will deliver will, as promptly as practical thereafter convert the relevant consideration Securities into shares of Common Stock or cash and shares of Common Stock, if applicable, in accordance with the election made by the Company in the initial notice to the Holder Holders surrendering the Securities and based on the applicable settlement date therefor Observation Period as if the Company had not made an exchange in lieu of conversion election. (ii) determined under Section 12.01(d). The Company’s designation of a financial institution to which the Notes Securities may be submitted for exchange does not require the financial institution to accept any NotesSecurities. The Company will not pay any consideration to, and the Company may, but will not be obligated to, or otherwise enter into any agreement with, the designated institution Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. When (a) Notwithstanding anything herein to the contrary, when a Holder surrenders Notes Securities for conversion, the Company may, at its election, may direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following commencement of the Conversion Dateapplicable Observation Period, such Notes Securities to a financial institution designated by the Company for exchange in lieu of conversion. . (b) In order to accept any Notes Securities surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as deliver to the case may beConversion Agent for delivery to such Holder, in exchange for such NotesSecurities to be delivered to such designated institution by the Conversion Agent, all cash or a combination of cash and shares of Common Stock equal to the Settlement Amount consideration otherwise due upon conversion, as provided under this Article 5 (assuming for this purpose and for the purpose of determining the related Observation Period that the Company would be obligated to deliver upon date such Holder surrenders such Securities for conversion is the conversion of Conversion Date for such Notes Securities) at the time sole option of the Company would otherwise be required designated institution and as is designated to deliver such consideration. the Conversion Agent by the Company. (c) By the Close close of Business business on the Business Trading Day immediately following preceding the Conversion Datestart of the Observation Period, the Company will notify the Holder surrendering Notes Securities for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that such designated institution will be required to notify the designated financial institution has agreed to make such exchange in lieu Conversion Agent, who will then notify the Holder, whether it will deliver, upon exchange, all cash or a combination of conversion. A copy cash and shares of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institutionCommon Stock (by specifying a Cash Percentage as provided under this Article 5). (id) If the designated institution accepts any such NotesSecurities, it will deliver the amount of cashcash and, if anyapplicable, and the appropriate number of shares of Common Stock to the Conversion Agent on the date such cash and shares of Common Stock, if any, would otherwise be due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to as set forth in this Article 5 and the Conversion Agent once it has (a) wired such cash, if any, to will promptly deliver the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of those shares of Common Stock, if anyto Holders. Notes Any Securities exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes Securities for exchange in lieu of conversion but does not timely deliver the related cash consideration, or if such designated financial institution does not accept the Notes Securities for exchange, the Company will deliver shall, no later than the relevant consideration to third Business Day immediately following the Holder last day of the related Observation Period, convert the Securities into cash and shares of Common Stock, if any, in accordance with this Article 5 (based on such assumed Conversion Date as described above and the applicable settlement date therefor specified Cash Percentage as if the Company had not made an exchange in lieu of conversion electiondescribed above). (iie) The Company’s designation of a financial an institution to which the Notes Securities may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designationSecurities.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Notes for conversionconversion and the Conversion Date for such Notes occurs prior to March 15, 2025, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Conversion Reference Period (or, if we have elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Notes to a financial institution designated by the Company us for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, all as provided under Section 13.02. By the Close close of Business business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Conversion Reference Period (or, if we have elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Company we will notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has we have directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (ib) If the designated financial institution accepts any such Notes, it will deliver pay and/or deliver, as the amount of case may be, the cash, if anyshares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the number of Conversion Agent will pay and/or deliver such cash and/or shares of Common StockStock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Conversion Reference Period (or, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City timewe have elected Physical Settlement, on the date second Business Day immediately following the Company would have otherwise been required to deliver such considerationrelevant Conversion Date). In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Any Notes exchanged by the designated institution will remain outstanding, subject to the Depositary’s applicable procedures. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver the related considerationcash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, we will convert the Company will deliver Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last trading day of the applicable Conversion Reference Period (or, if we have elected Physical Settlement, on the second Business Day immediately following the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion electionConversion Date). (iic) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the relevant Observation Period (or if, following the Company’s receipt of Stockholder Approval, the Company shall have elected Physical Settlement in respect of such conversion, on or prior to the second Business Day immediately following the relevant Conversion Date), such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or or deliver, as the case may be, in exchange for such Notes, all of the Settlement Amount that the Company would be obligated to deliver cash, shares of Common Stock or a combination thereof due upon the conversion of such Notes at the time the Company would otherwise be required to deliver such considerationconversion, as provided under Section 14.02. By the Close close of Business business on the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the relevant Observation Period (or if, following the Company’s receipt of Stockholder Approval, the Company shall have elected Physical Settlement in respect of such conversion, by the close of business on the second Business Day immediately following the relevant Conversion Date), the Company will shall notify the Conversion Agent and the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and that conversion. If the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver shall pay or deliver, as the amount of case may be, the cash, if any, and the number of shares of Common Stock, if any, Stock or a combination thereof due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if anyAgent, and (y) the Conversion Agent shall then contact pay or deliver, as the Holder’s custodian with the Depositary to confirm their receipt of case may be, such cash and number of cash, shares of Common StockStock or a combination thereof to such Holder on the third Business Day immediately following the last VWAP Trading Day of the relevant Observation Period (or if, if anyfollowing the Company’s receipt of Stockholder Approval, the Company shall have elected Physical Settlement in respect of such conversion, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver pay or deliver, as the case may be, the full amount of the related considerationcash, shares of Common Stock or a combination thereof, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver shall convert the Securities and pay or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last VWAP Trading Day of the relevant consideration to Observation Period (or if, following the Holder Company’s receipt of Stockholder Approval, the Company shall have elected Physical Settlement in respect of such conversion, on the applicable settlement date therefor as if third Business Day immediately following the Company had not made an exchange relevant Conversion Date), in lieu of conversion election. (ii) accordance with this Article 14. The Company’s designation of a financial institution to which the Notes may be submitted for exchange in lieu of conversion does not require the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company will not pay any consideration to, and the Company may, but will is not be obligated to, otherwise enter into a separate agreement with any agreement with, the designated financial institution that would compensate it for or with respect to any such designationtransaction.