Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. (A) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if a Holder surrenders any Security for conversion, the Company may, but is not obligated to, direct the Conversion Agent to surrender, on or prior to the second (2nd) Business Day following the Conversion Date of such conversion, such Security to a financial institution designated by the Company (which may not be an Affiliate of the Company; provided that, for purposes of this Section 10.14, an “Affiliate” shall include any Person with direct or indirect ownership of ten percent (10%) or more of the equity of the Company or the power to directly or indirectly vote more than ten percent (10%) of the securities having ordinary voting power for the election of directors of the Company) (a “Financial Institution”) for exchange in lieu of conversion. In order to accept any Securities surrendered for conversion, such designated institution must agree to deliver, in exchange for such Securities, the Conversion Consideration due upon such conversion in accordance with this Indenture. By the close of business on the second (2nd) Business Day immediately following such Conversion Date, the Company shall notify such Holder, the Trustee and the Conversion Agent that the Company has directed the designated financial institution to make an exchange in lieu of such conversion, and such financial institution shall be required to notify the Conversion Agent, no later than the close of business on the second (2nd) Business Day immediately following such Conversion Date, of the Settlement Method applicable to such conversion, which Settlement Method must comply with the terms of this Indenture. (B) In order to accept such Security surrendered for conversion, the Financial Institution must agree to deliver, in exchange for such Security, the Conversion Consideration due upon such conversion as prescribed by Section 10.02(A)(i) (it being understood that such Financial Institution shall be permitted to provide a Settlement Method Election Notice with respect to such conversion in accordance with Section 10.02(B), if the Company is permitted to provide such a Settlement Method Election Notice pursuant to Section 10.02(B)). (C) If such Financial Institution so accepts any such Security to be converted, then it shall deliver the Conversion Consideration due upon such conversion to the Conversion Agent, and the Conversion Agent shall deliver such Conversion Consideration to the applicable Holder, in each case within the time frames prescribed by Section 10.02(A)(ii). Each Security so exchanged by such designated institution shall remain outstanding. (D) If such Financial Institution agrees to accept such Security for exchange but does not timely deliver the related consideration, or if such Financial Institution does not accept such Security for exchange, then the Company shall deliver, as soon as practicable, the applicable Conversion Consideration as if the Company had not made an exchange election. (E) The Company shall not provide to the Financial Institution, directly or indirectly, any of such Conversion Consideration to be delivered by the Financial Institution in exchange for such Security. (F) In no event shall the Company’s designation of a Financial Institution pursuant to this Section 10.14 require such Financial Institution to accept any Securities for exchange. The Company shall not be obligated to pay any consideration to, or otherwise enter into any agreement or arrangement with, a Financial Institution for or with respect to such designation pursuant to this Section 10.14.

Exchange in Lieu of Conversion. (Aa) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if When a Holder surrenders any Security Securities for conversion, the Company may, but is not obligated to, may direct the Conversion Agent to surrender, on or prior to the second (2nd) Business Day immediately following the applicable Conversion Date of such conversionDate, such Security Securities to a financial institution (a “Designated Institution”) designated by the Company (which may not be an Affiliate of the Company; provided that, for purposes of this Section 10.14, an “Affiliate” shall include any Person with direct or indirect ownership of ten percent (10%) or more of the equity of the Company or the power to directly or indirectly vote more than ten percent (10%) of the securities having ordinary voting power for the election of directors of the Company) (a “Financial Institution”) for exchange in lieu of conversion. In order to accept any Securities surrendered for conversion, such designated institution the Designated Institution must agree to deliver, in exchange for such Securities, all cash and Common Shares, if any, due upon conversion as provided in Section 8.02, at the sole option of the Designated Institution and as is designated to the Conversion Consideration due upon such conversion in accordance with this IndentureAgent by the Company. By the close of business on the second (2nd) Business Day immediately following such the applicable Conversion Date, the Company shall will notify such Holder, the Trustee and the Conversion Agent Holder surrendering Securities for conversion that the Company has directed the designated financial institution Designated Institution to make an exchange in lieu of such conversion, conversion and such financial institution Designated Institution shall be required to notify the Conversion AgentAgent whether it will deliver, no later than upon exchange, the close cash and Common Shares, if any, due in respect of business on the second (2nd) Business Day immediately following such Conversion Date, of the Settlement Method applicable to such conversion, which Settlement Method must comply with the terms of this Indenture. (B) In order to accept such Security surrendered for conversion, the Financial Institution must agree to deliver, in exchange for such Security, the Conversion Consideration due upon such conversion as prescribed by Section 10.02(A)(i) (it being understood that such Financial Institution shall be permitted to provide a Settlement Method Election Notice with respect to such conversion in accordance with Section 10.02(B), if the Company is permitted to provide such a Settlement Method Election Notice pursuant to Section 10.02(B)). (Cb) If such Financial the Designated Institution so accepts any such Security to be convertedSecurities, then it shall deliver the Conversion Consideration due upon such conversion cash and Common Shares, if any, as specified in Section 8.02 to the Conversion Agent, and the Conversion Agent shall deliver such Conversion Consideration cash and Common Shares, if any, to the Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period, which delivery shall be deemed to satisfy the Company’s Conversion Obligation under this Article 8 with respect to such Holder, in each case within the time frames prescribed by Section 10.02(A)(ii). Each Security Any Securities so exchanged by such designated institution Designated Institution shall remain outstandingOutstanding for all purposes under this Indenture. (Dc) If such Financial the Designated Institution agrees to accept such Security any Securities for exchange but does not timely deliver the related consideration, or if such Financial the Designated Institution does not accept such Security Securities for exchange, then the Company shall convert such Securities and pay or deliver, as soon as practicablethe case may be, the cash and Common Shares, if any, no later than the third Business Day immediately following the last Trading Day of the applicable Conversion Consideration as if Observation Period, in accordance with the Company had not made an exchange electionprovisions of Section 8.02. (Ed) The Company shall not provide to the Financial Institution, directly or indirectly, any of such Conversion Consideration to be delivered by the Financial Institution in exchange for such Security. (F) In no event shall the Company’s designation of a Financial Institution financial institution pursuant to this Section 10.14 8.12 to which the Securities may be submitted for exchange does not require such Financial Institution financial institution to accept any Securities for exchangeexchange (unless the institution has separately made an agreement with the Company). The Company may, but shall not be obligated to pay any consideration to, or otherwise enter into a separate agreement with the Designated Institution that would compensate it for any agreement or arrangement with, a Financial Institution for or with respect to such designation pursuant to this Section 10.14transaction.

Exchange in Lieu of Conversion. (Aa) Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if If at any time when a Holder surrenders any Security Securities for conversion, the Company may, but is not obligated to, direct the Conversion Agent to surrender, on or conversion prior to the second Stated Maturity of the Securities the Company: (2ndi) Business Day following the Conversion Date of such conversion, such Security to has designated a financial institution designated by the Company (which may not be an Affiliate of the Company; provided that, for purposes of this Section 10.14, an “Affiliate” shall include any Person with direct or indirect ownership of ten percent (10%) or more of the equity of the Company or the power to directly or indirectly vote more than ten percent (10%) of the securities having ordinary voting power for the election of directors of the Company) (a “Financial Designated Institution”) for exchange in lieu of conversion. In order to accept any such Securities surrendered for conversion, such designated institution must agree to deliver, in exchange for such Securitiescash and/or shares of Common Stock, equal to the Conversion Consideration consideration due upon conversion as provided in Section 9.03; and (ii) notifies the Holder surrendering such Securities for conversion in accordance with this Indenture. By the close of business on by the second (2nd) Business Trading Day immediately following such after the Conversion Date, the Company shall notify such Holder, the Trustee and the Conversion Agent that the Company it has directed the designated financial institution Designated Institution to make an exchange in lieu of such conversion, and then, notwithstanding anything in this Indenture to the contrary, the Company may direct the Conversion Agent to surrender such financial institution Securities, on or prior to the commencement of the 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 be required to notify the Conversion Agent, no later than the close of business on the second (2nd) Business Day immediately following such Conversion Date, of the Settlement Method applicable to such conversion, which Settlement Method must comply with the terms of this Indenture. (B) In order to accept such Security surrendered for conversion, the Financial Institution must agree to Agent whether it shall deliver, in exchange for such Securityupon exchange, the Conversion Consideration due upon such conversion as prescribed by Section 10.02(A)(i) (it being understood that such Financial Institution shall be permitted to provide all cash, all shares of Common Stock or a Settlement Method Election Notice with respect to such conversion in accordance with Section 10.02(B), if the Company is permitted to provide such a Settlement Method Election Notice pursuant to Section 10.02(B)). (C) If such Financial Institution so accepts any such Security to be converted, then it combination of cash and shares of Common Stock and shall deliver the Conversion Consideration due upon such conversion cash and/or shares of Common Stock, as specified in Section 9.03 to the Conversion Agent, Agent and the Conversion Agent shall deliver such Conversion Consideration cash and/or shares of Common Stock to the applicable Holder, in each case within the time frames prescribed by period specified in Section 10.02(A)(ii9.02(d), which delivery shall be deemed to satisfy the Company’s conversion obligations under this Article 9 with respect to such Holder. Each Security Any Securities so exchanged by such designated institution Designated Institution shall remain outstandingOutstanding for all purposes under this Indenture. (Dc) If such Financial the Designated Institution agrees to accept such Security any Securities for exchange but does not timely deliver the related considerationconsideration to the Conversion Agent, or if such Financial the Designated Institution does not accept such Security Securities for exchange, then the Company shall delivershall, as soon as practicablewithin the time period specified in Section 9.02(d), convert such Securities into cash and/or shares of Common Stock, in accordance with the applicable Conversion Consideration as if the Company had not made an exchange electionprovisions of Section 9.02 and Section 9.03. (Ed) The Company shall not provide to For the Financial Institutionavoidance of doubt, directly or indirectly, any of such Conversion Consideration to be delivered by the Financial Institution in exchange for such Security. (F) In no event shall will the Company’s designation of a Financial Institution financial institution pursuant to this Section 10.14 9.13 require such Financial Institution financial institution to accept any Securities for exchange. The Company shall not be obligated to pay any consideration to, or otherwise enter into any agreement or arrangement with, a Financial Institution for or with respect to such designation pursuant to this Section 10.14.