Common use of Conversion Procedure; Conversion Rate; Fractional Shares Clause in Contracts

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially the rate therefor specified in a Board Resolution or supplemental indenture with respect to the Securities of such series. No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted Security, except as described in Section 14.09. The Company may, but shall not be required to, in connection with any conversion of Securities, issue a fraction of a share of Common Stock and, if the Company shall determine not to issue any such fraction, the Company shall make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Common Stock on the last Trading Day prior to the date of conversion. (b) Before any Holder of a Security shall be entitled to convert such Security into Common Stock, such Holder shall surrender such Security duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or places, if any, specified in a Board Resolution with respect to the Securities of such series (each, a "Place of Conversion"), accompanied by written notice of conversion substantially in the form set forth in Section 2.05 (or such other notice, as is acceptable to the Company) at such office or place that the Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses), if different than the Holder, in which such Holder wishes the certificate or certificates for Common Stock to be issued. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable thereafter, issue and deliver at such office or place to such Holder of a Security, or to such Holder's nominee or nominees, certificates for the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share to which such Holder would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or Security Register. A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion as provided above, and at such time the rights of the Holders of such Security as Holder shall cease, the Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Common Stock immediately prior to the close of business on such date. In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities so surrendered, without charge to such Holder (subject to the provisions of Section 14.08), a new Security or securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified Settlement in a Board Resolution or supplemental indenture with respect to the Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) Cash in Lieu of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially the rate therefor specified in a Board Resolution or supplemental indenture with respect to the Securities of such series. No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted Security, except as described in Section 14.09. The Company may, but shall not be required to, in connection with any conversion of Securities, issue a fraction of a share of Common Stock and, if the Company shall determine not to issue any such fraction, the Company shall make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Common Stock on the last Trading Day prior to the date of conversion. (ba) Before any Holder of a Security shall be entitled to convert such Security the same into Common Stockthe consideration described in Section 4.02(b), such Holder shall shall, in the case of Global Securities, comply with the procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Security Securities, duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or placesAgent, if any, specified in a Board Resolution with respect and shall give written notice to the Securities of such series (each, a "Place of Conversion"), accompanied by written notice of conversion substantially Company at said office or place in the form set forth in Section 2.05 (or such other notice, as is acceptable of the Conversion Notice attached to the CompanySecurity (the “Conversion Notice”) at that such office or place that the Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, same and shall state in writing therein the principal amount Accreted Principal Amount of Securities Security to be converted and the name or names (with addresses), if different than the Holder, ) in which such Holder wishes the certificate or certificates for Common Stock Stock, if any, to be issued. If more than one Security Before any such conversion, a Holder also shall be surrendered for conversion at one time by the same Holderpay all funds required, the number of full shares of Common Stock which shall be deliverable upon conversion shall be computed if any, relating to interest on the basis of the aggregate principal amount of the securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company willSecurities, as soon provided in Section 4.09, and all taxes or duties, if any, as practicable thereafter, issue and deliver at such office or place to such Holder of a Security, or to such Holder's nominee or nominees, certificates for the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together with cash provided in lieu of any fraction of a share to which such Holder would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the Security Register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or Security RegisterSection 4.08. A Security shall be deemed to have been converted as of immediately before the close of business on the date on which all of the surrender foregoing requirements have been satisfied (such date, the “Conversion Date”), and, except as set forth in Section 4.02(c), all rights of the Holder of such Security for shall terminate, other than the right to receive the consideration deliverable upon conversion as provided above, and at such time the rights of the Holders of such Security as Holder provided herein. (i) Subject to satisfaction of the conditions set forth in Section 4.01 and the provisions of Section 4.04 and Section 4.13(c), Holders surrendering Securities for conversion shall ceasebe entitled to receive, per Security, Cash and, if applicable, shares of Common Stock, the Person aggregate value of which (the “Conversion Value”) shall be equal to the product of (x) the Conversion Rate in effect on the Conversion Date, and (y) the Relevant Average Price Per Share. (ii) The Company shall deliver the Conversion Value of the Securities surrendered for conversion to converting Holders as follows: (A) an amount in Cash (the “Principal Return”) equal to the lesser of (I) the aggregate Conversion Value of the Securities to be converted and (II) the aggregate Accreted Principal Amount of the Securities to be converted; (B) if the aggregate Conversion Value of the Securities to be converted is greater than the aggregate Accreted Principal Amount of such Securities, (a) Cash equal to the difference between the aggregate Conversion Value of the Securities to be converted and the aggregate Accreted Principal Amount of such Securities (such difference, the “Net Share Amount”), (b) a number of whole shares of Common Stock (the “Net Shares”), equal to the relevant Net Share Amount, divided by the Relevant Average Price Per Share, or Persons entitled (c) a combination thereof, at the Company’s election; and (C) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Relevant Average Price Per Share. (iii) If the Company elects to receive satisfy any portion of the Net Share Amount for any conversion in Cash, the Company shall notify Holders through the Trustee of the dollar amount to be satisfied in Cash (which must be expressed either as 100% of the Net Share Amount for such conversion or as a fixed dollar amount (any such fixed dollar amount, the “Specified Cash Amount”)) at any time on or before the date that is two Trading Days following receipt of the relevant Conversion Notice. (iv) If the aggregate Conversion Value of the Securities to be converted is greater than the aggregate Accreted Principal Amount of such Securities and: (A) the Company elects to deliver solely shares of Common Stock to satisfy the Net Share Amount for any conversion, the number of Net Shares to be delivered by the Company to the converting Holder will be determined by dividing the Net Share Amount for such conversion by the Relevant Average Price Per Share; (B) the Company elects to pay solely Cash to satisfy the Net Share Amount for any conversion, in addition to the Principal Return, the Company shall pay Cash to the converting Holder in an amount equal to the Net Share Amount for such conversion; and (C) the Company elects to satisfy some but not all of the Net Share Amount for any conversion in Cash, (I) the Company shall pay to the converting Holder Cash in an amount equal to the lesser of (1) the Net Share Amount for such conversion and (2) the Specified Cash Amount, and (II) the Company shall deliver to the converting Holder a number of shares of Common Stock equal to the greater of (1) zero and (2) (a) (i) the Net Share Amount for such conversion, minus (ii) the Specified Cash Amount divided by (b) the Relevant Average Price Per Share. (v) The Conversion Value, Principal Return, Net Share Amount, the number of shares of Common Stock to be delivered to a Holder upon conversion, if any, and the aggregate amount of Cash payable in connection with any conversion will be determined by the Company at the end of the Cash Settlement Averaging Period (the “Determination Date”). The Company shall pay any Cash due upon conversion (including the Principal Return, any Cash in respect of the Net Share Amount for any conversion and Cash in lieu of fractional shares) and shall deliver the Common Stock, if any, due upon conversion as promptly as practicable after the Determination Date, but in no event later than three Business Days thereafter. (c) From and after the date on which the Company delivers shares of Common Stock, if any, to a converting holder pursuant to subsection (b)(v) of this Section 4.02, the person in whose name any certificate representing Common Stock issued pursuant to this Section 4.02, if any, is to be registered shall be treated as a stockholder of record of the Company. A Holder of Securities is not entitled, as such, to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock (to the extent such Securities are convertible into shares of Common Stock) and is deemed to be a stockholder of record of the Company, as provided in this Section 4.02(c); provided that the amount of consideration due upon conversion shall be appropriately adjusted to take into account the occurrence during the relevant Cash Settlement Averaging Period of stock splits and similar events. (d) If a Holder converts more than one Security at a time, the number of full shares of Common Stock issuable upon such conversion conversion, if any, shall be treated for all purposes as based on the record Holder or Holders aggregate Accreted Principal Amount of such Common Stock immediately prior to the close of business on such date. Securities converted. (e) In case any Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or shall, upon the written order of the Company, authenticate and deliver to the Holder of the Securities Security so surrendered, without charge to such Holder (subject to the provisions of Section 14.084.08 hereof), a new Security or securities Securities in authorized denominations in an aggregate principal amount Accreted Principal Amount equal to the unconverted portion of the surrendered SecurityCertificated Securities. (f) If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. (g) [Reserved.] (h) Delivery of shares of Common Stock, if any, and Cash in respect of conversion to a Holder of a Security upon conversion of such Security shall be accompanied by delivery to the Conversion Agent of certificates for the relevant number of shares, if any, other than in the case of Holders of Securities in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary’s customary practices and delivery of Cash in respect of conversion to the Conversion Agent or the Depositary, as applicable, for delivery to the Holder. (i) If a Holder exercises its right to require the Company to repurchase the Securities as described in Article 3, such Holder may convert its Securities as provided above only if it withdraws its applicable Repurchase Notice or Fundamental Change Repurchase Notice and converts its Securities prior to the close of business on the Business Day immediately preceding the applicable Repurchase Date or Fundamental Change Repurchase Date. (j) Whenever any event described in Section 4.01 shall occur which shall cause the Securities to become convertible as provided in this Article 4, the Company shall promptly deliver, in accordance with Section 12.02, written notice of the convertibility of the Securities to the Trustee and each Holder and to the Conversion Agent for the benefit of the Holders, and shall, as soon as practicable, publicly announce that the Securities have become convertible. Such written notice and public announcement shall include: (i) a description of such event; (ii) a description of the periods during which the Securities shall be convertible as provided in this Article 4 as a result of such event; (iii) a statement of whether an adjustment to the Conversion Rate shall take effect in respect of such event pursuant to Section 4.13(b) and whether the Company has elected to change the Conversion Obligation in respect of such event pursuant to Section 4.13(c); and (iv) the procedures Holders must follow to convert their Securities in accordance with this Article 4, including the name and address of the Conversion Agent.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Subject to Section 10.01 and the Company's rights under Section 10.03, each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, Agent into a combination of cash and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The , if any, at a rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") equal to, initially, 40.3323 shares of Common Stock for each $1,000 principal amount of Securities. The Conversion Rate shall be initially adjusted in certain instances as provided in Section 10.04 hereof, but shall not be adjusted for any accrued and unpaid Interest or Additional Interest, if any, unless such Conversion Date occurs between an Interest Record Date and the rate therefor specified in a Board Resolution or supplemental indenture Interest Payment Date to which that Interest Record Date relates. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest, including Additional Interest, if any. Instead, such amount shall be deemed paid by the Securities applicable Conversion Settlement Distribution delivered upon conversion of such seriesany Security. No In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on with a converted Security, except as described in Section 14.09record date prior to the Conversion Date. The Company may, but shall not be required to, issue any fraction of a share of Common Stock in connection with any conversion of Securities, issue a fraction of a share of Common Stock andbut instead shall, if the Company shall determine not subject to issue any such fractionSection 10.03 hereof, the Company shall make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Last Reported Sale Price of the Common Stock on the last Trading Day prior to the date of conversionConversion Date. (ba) Before any Holder of a Security shall be entitled to convert such Security the same into a combination of cash and Common Stock, if any, such Holder shall (1) in the case of Global Securities, comply with the procedures of the Depositary in effect at that time for converting a beneficial interest in a Global Security, and in the case of Certificated Securities, surrender such Security Securities, duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or placesAgent, if any, specified in a Board Resolution with respect and (2) give written notice to the Securities of such series (each, a "Place of Conversion"), accompanied by written notice of conversion substantially Conversion Agent in the form set forth in Section 2.05 on the reverse of such Certificated Security (or such other notice, as is acceptable to the Company"Conversion Notice") at such said office or place that the such Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, same and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses), if different than the Holder, ) in which such Holder wishes the certificate or certificates for Common Stock included in the Conversion Settlement Distribution, if any, to be issuedregistered. Before any such conversion, a Holder also shall pay all taxes or duties, if any, as provided in Section 10.06 and any amount payable pursuant to Section 10.02(f). If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which Stock, if any, that shall be deliverable upon conversion as part of the Conversion Settlement Distribution shall be computed on the basis of the aggregate principal amount of the securities Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable thereafter, issue and deliver at such office or place to such Holder of a Security, or to such Holder's nominee or nominees, certificates for the number of full shares of Common Stock to which such Holder . (b) A Security shall be entitled deemed to have been converted as aforesaidof the close of business on the date (the "Conversion Date") that the Holder has complied with Section 10.02(a). (c) The Company shall, together with on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled) of the Conversion Obligation determined pursuant to Section 10.03 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees or, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, or make a book-entry transfer through DTC with respect to uncertficated Shares, if applicable, to which such Holder shall be entitled as part of such Conversion Obligation. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the Security Register security register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or Security Register. A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion as provided abovesecurity register, and at such time the rights of the Holders of such Security as Holder shall cease, the Person or Persons entitled to receive the Common Stock issuable as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record Holder holder or Holders holders of such Common Stock immediately prior to Stock, as of the close of business on such date. the applicable Conversion Settlement Date. (d) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities Security so surrendered, without charge to such Holder (subject to the provisions of Section 14.0810.06 hereof), a new Security or securities Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. (e) By delivering the combination of cash and shares of Common Stock, if any, together with a cash payment in lieu of any fractional shares to the Conversion Agent or to the Holder or such Holder's nominee or nominees, the Company shall have satisfied in full its Conversion Obligation with respect to such Security, and upon such delivery, accrued and unpaid Interest, if any, and Additional Interest, if any, with respect to such Security shall be deemed to be paid in full rather than canceled, extinguished or forfeited, and such amounts shall no longer accrue. (f) If a Securityholder delivers a Conversion Notice after the Interest Record Date for a payment of Interest (including Additional Interest, if any) but prior to the corresponding Interest Payment Date, such Securityholder must pay to the Company, at the time such Securityholder surrenders Securities for conversion, an amount equal to the Interest (including Additional Interest, if any), that has accrued and shall be paid on the related Interest Payment Date. The preceding sentence shall not apply if (1) the Company has specified a Redemption Date that is after an Interest Record Date but on or prior to the corresponding Interest Payment Date, (2) the Company has specified a Fundamental Change Repurchase Date during such period referred to in clause (1) of this paragraph or (3) to the extent of overdue Interest (including Additional Interest, if any), if any overdue Interest exists at the time of conversion with respect to the Securities converted.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Subject to Section 12.13, each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, Agent into fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/100th 1/10,000th of a share) ). The Conversion Agent shall notify the Company when it receives a Conversion Notice. Pursuant to Section 12.13, the Company shall determine the number of Common StockStock and/or the amount of cash, if any, that the Holder that submitted the Conversion Notice is entitled to receive upon surrender of the Securities covered by that Conversion Notice. The rate at which If the Company elects to settle in Common Stock only, a certificate for the number of full shares of Common Stock into which the Securities are converted (and cash in lieu of fractional shares) will be delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, as soon as practicable after the Company issues its notification of its chosen method of settlement, in accordance with Section 12.13. If the Company elects to settle in cash or a combination of cash and Common Stock, the cash and, if applicable, a certificate for the number of full shares of Common Stock into which the Securities are converted (and cash in lieu of fractional shares) will be delivered to such Holder, assuming all of the other requirements have been satisfied by such Holder, in accordance with Section 12.13. Notwithstanding the foregoing, the Company shall not be required to deliver certificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Common Stock shall be issued and delivered upon conversion (as soon as practicable after the "Conversion Rate") shall be initially the rate therefor specified in a Board Resolution or supplemental indenture with respect to the Securities opening of such seriesbooks or security register. No cash payment of accrued and unpaid interest or adjustment shall Additional Interest will be made in respect of dividends on paid by the Common Stock or accrued interest Company on a converted Security, except as described in Section 14.0912.9. The Accrued and unpaid interest and Additional Interest, if any, will be deemed to be paid in full with the shares of Common Stock issued or cash paid upon conversion, rather than deemed cancelled, extinguished or forfeited. If the Common Stock, cash or combination of Common Stock and cash received upon conversion of a Security pursuant to this Article XII does not include cash sufficient to comply with the United States federal withholding tax obligations imposed by the Code with respect to accrued and unpaid interest on the Securities payable to the beneficial owner of such Security, the Company may, but shall not be required to, in connection with any conversion of Securities, issue a fraction of a share of Common Stock and, if the Company shall determine not to issue any such fraction, the Company shall make a cash payment (calculated to the nearest cent) equal to extent required by applicable law, recoup or set-off such fraction multiplied by the Closing Price of liability against either the Common Stock to be issued upon conversion to such beneficial owner or any actual cash dividends or distributions subsequently made with respect to such Common Stock to such beneficial owner. In the event of a Fundamental Change, if a Holder has submitted any or all of its Securities for repurchase, a Holder's conversion rights on the last Trading Securities so subject to repurchase will expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder's right to require the Company to repurchase such Security may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Section 4.2 prior to 5:00 p.m., New York City time, on the date of conversionBusiness Day immediately preceding the Fundamental Change Repurchase Date. (b) Before any Holder of a Security shall be entitled to convert such Security the same into Common Stock, such Holder shall shall, in the case of Global Securities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Security Securities, duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or placesAgent, if any, specified in a Board Resolution with respect and shall give written notice to the Securities of such series (each, a "Place of Conversion"), accompanied by written notice of conversion substantially Company at said office or place in the form set forth in Section 2.05 (or such other notice, as is acceptable of the Conversion Notice attached to the CompanySecurity (the "CONVERSION NOTICE") at that such office or place that the Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, same and shall state in writing therein the principal amount of Securities to be converted (in whole or in part so long as the principal amount to be converted is in multiples of $1,000 principal amount) and the name or names (with addresses), if different than the Holder, ) in which such Holder wishes the certificate or certificates for Common Stock to be issued. Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest or Additional Interest, if any, on the Securities, as provided in Section 12.9, and all taxes or duties, if any, as provided in Section 12.8. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the securities Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable thereafter, issue and deliver at such office or place to such Holder of a Security, or to such Holder's nominee or nominees, certificates for the number of full shares of If Common Stock to which be issued upon conversion of a Restricted Security are to be issued in the name of a Person other than the Holder of such Restricted Security, such Holder shall be entitled must deliver to the Conversion Agent a certification in substantially the form set forth in a Transfer Certificate dated the date of surrender of such Restricted Security and signed by such Holder, as aforesaid, together to compliance with cash in lieu of any fraction of a share the restrictions on transfer applicable to which such Holder would otherwise be entitledRestricted Security. The Company shall not be required to deliver certificates for shares of issue Common Stock while upon conversion of any such Restricted Security to a Person other than the stock transfer books for Holder if such stock or Restricted Security is not so accompanied by a properly completed certification, and the Security Register are duly closed for any purpose, but certificates for shares of Registrar shall not be required to register Common Stock shall be issued and delivered as soon as practicable after upon conversion of any such Restricted Security in the opening name of a Person other than the Holder if such books or Restricted Security Register. is not so accompanied by a properly completed certification. (c) A Security shall be deemed to have been converted as of the close of business immediately prior to 5:00 p.m., New York City time, on the date on which all of the surrender of such Security for conversion as provided aboverequirements set forth in this Section 12.2(b) have been satisfied, and at such time the rights of the Holders of such Security as Holder shall cease, the Person person or Persons persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Common Stock immediately prior to the close as of business 5:00 p.m., New York City time, on such date. . (d) In case any Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities Security so surrendered, without charge to such Holder (subject to the provisions of Section 14.0812.8), a new Security or securities Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecurityCertificated Securities.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Subject to Section 11.01 and the Company's rights under Section 11.03, each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, Agent into a combination of cash and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th 1/10,000th of a share) of Common Stock. The , if any at a rate at which (the "CONVERSION RATE") equal to, initially, 94.1035 shares of Common Stock for each $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 11.04 hereof, but shall not be adjusted for any accrued and unpaid Interest, Contingent Interest, or Additional Amounts, if any. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest, including Contingent Interest, if any. Instead, such amount shall be deemed paid by the applicable Conversion Settlement Distribution delivered upon conversion (the "Conversion Rate") shall be initially the rate therefor specified in a Board Resolution or supplemental indenture with respect to the Securities of such seriesany Security. No In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock or with a record date prior to the Conversion Date. Notwithstanding the foregoing, upon conversion, a Holder shall receive any accrued interest on a converted Security, except as described in Section 14.09and unpaid Additional Amounts to the Conversion Date. The Company may, but shall not be required to, issue any fraction of a share of Common Stock in connection with any conversion of Securities, issue a fraction of a share of Common Stock andbut instead shall, if the Company shall determine not subject to issue any such fractionSection 11.03 hereof, the Company shall make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Last Reported Sale Price of the Common Stock on the last Trading Day prior to the date of conversionConversion Date. (b) Before any Holder of a Security shall be entitled to convert such Security the same into a combination of cash and Common Stock, if any, such Holder shall (1) in the case of Global Securities, comply with the procedures of the Depositary in effect at that time for converting a beneficial interest in a Global Security, and in the case of Certificated Securities, surrender such Security Securities, duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or placesAgent, if any, specified in a Board Resolution with respect and (2) give written notice to the Securities of such series (each, a "Place of Conversion"), accompanied by written notice of conversion substantially Company in the form set forth in Section 2.05 on the reverse of such Certificated Security (or such other notice, as is acceptable to the Company"CONVERSION NOTICE") at such said office or place that the such Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, same and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses), if different than the Holder, ) in which such Holder wishes the certificate or certificates for Common Stock included in the Conversion Settlement Distribution, if any, to be issuedregistered. Before any such conversion, a Holder also shall pay all taxes or duties, if any, as provided in Section 11.06 and any amount payable pursuant to Section 11.02(g). If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which Stock, if any, that shall be deliverable upon conversion as part of the Conversion Settlement Distribution shall be computed on the basis of the aggregate principal amount of the securities Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable thereafter, issue and deliver at such office or place to such Holder of a Security, or to such Holder's nominee or nominees, certificates for the number of full shares of Common Stock to which such Holder . (c) A Security shall be entitled deemed to have been converted as aforesaidof the close of business on the date (the "CONVERSION DATE") that the Holder has complied with Section 11.02(b). (d) The Company shall, together with on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled) of the Conversion Obligation determined pursuant to Section 11.03 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled as part of such Conversion Obligation. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the Security Register security register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or Security Register. A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion as provided abovesecurity register, and at such time the rights of the Holders of such Security as Holder shall cease, the Person or Persons entitled to receive the Common Stock issuable as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record Holder holder or Holders holders of such Common Stock immediately prior to Stock, as of the close of business on such date. the applicable Conversion Settlement Date. (e) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities Security so surrendered, without charge to such Holder (subject to the provisions of Section 14.0811.06 hereof), a new Security or securities Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. (f) By delivering the combination of cash and shares of Common Stock, if any, together with a cash payment in lieu of any fractional shares to the Conversion Agent or to the Holder or such Holder's nominee or nominees, the Company shall have satisfied in full its Conversion Obligation with respect to such Security, and upon such delivery, accrued and unpaid Interest, if any, and Contingent Interest, if any, with respect to such Security shall be deemed to be paid in full rather than canceled, extinguished or forfeited, and such amounts shall no longer accrue. (g) If a Securityholder delivers a Conversion Notice after the Interest Record Date for a payment of Interest (including Contingent Interest, if any) but prior to the corresponding Interest Payment Date, such Securityholder must pay to the Company, at the time such Securityholder surrenders Securities for conversion, an amount equal to the Interest (including Contingent Interest, if any, and excluding, for the avoidance of doubt, Additional Amounts, if any), that has accrued and shall be paid on the related Interest Payment Date. The preceding sentence shall not apply if (1) the Company has specified a Redemption Date that is after an Interest Record Date but on or prior to the corresponding Interest Payment Date, (2) the Company has specified a Fundamental Change Repurchase Date during such period referred to in clause (1) of this paragraph or (3) to the extent of Overdue Interest, if any overdue Interest exists at the time of conversion with respect to the Securities converted.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Subject to Section 10.01, the Company’s rights under Section 10.03 and the limitation on issuance of Common Stock under Section 10.13, the Original Principal Amount of each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, Agent into a combination of cash and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The , if any, at a rate at which (the “Conversion Rate”) equal to, initially, 44.2087 shares of Common Stock for each $1,000 Original Principal Amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.04 hereof, but shall not be adjusted for any accrued and unpaid Interest unless such Conversion Date occurs between an Interest Record Date and the Interest Payment Date to which that Interest Record Date relates. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest. Instead, such amount shall be deemed paid by the applicable Conversion Settlement Distribution delivered upon conversion (the "Conversion Rate") shall be initially the rate therefor specified in a Board Resolution or supplemental indenture with respect to the Securities of such seriesany Security. No In addition, except as required by Section 10.04, no payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on with a converted Security, except as described in Section 14.09record date prior to the Conversion Date. The Company may, but shall not be required to, issue any fraction of a share of Common Stock in connection with any conversion of Securities, issue a fraction of a share of Common Stock andbut instead shall, if the Company shall determine not subject to issue any such fractionSection 10.03 hereof, the Company shall make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Last Reported Sale Price of the Common Stock on the last Trading Day prior to the date of conversionConversion Date. (ba) Before any Holder of a Security shall be entitled to convert such Security the same into a combination of cash and Common Stock, if any, such Holder shall (1) in the case of Global Securities, comply with the procedures of the Depositary in effect at that time for converting a beneficial interest in a Global Security, and in the case of Certificated Securities, surrender such Security Securities, duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or placesAgent, if anyand (2) in the case of Certificated Securities, specified in a Board Resolution with respect give written notice to the Securities of such series (each, a "Place of Conversion"), accompanied by written notice of conversion substantially Conversion Agent in the form set forth in Section 2.05 on the reverse of such Certificated Security (or such other notice, as is acceptable to the Company“Conversion Notice”) at such said office or place that the such Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, same and shall state in writing therein the principal amount Original Principal Amount of Securities to be converted and the name or names (with addresses), if different than the Holder, ) in which such Holder wishes the certificate or certificates for Common Stock included in the Conversion Settlement Distribution, if any, to be issuedregistered. Before any such conversion, a Holder also shall pay all taxes or duties, if any, as provided in Section 10.06 and any amount payable pursuant to Section 10.02(f). If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which Stock, if any, that shall be deliverable upon conversion as part of the Conversion Settlement Distribution shall be computed on the basis of the aggregate principal amount Original Principal Amount of the securities Securities (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable thereafter, issue and deliver at such office or place to such Holder of a Security, or to such Holder's nominee or nominees, certificates for the number of full shares of Common Stock to which such Holder . (b) A Security shall be entitled deemed to have been converted as aforesaidof the close of business on the date (the “Conversion Date”) that the Holder has complied with Section 10.02(a). (c) The Company shall, together with on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitledentitled or cash in lieu of shares of Common Stock pursuant to Section 10.13) of the Conversion Obligation determined pursuant to Section 10.03 to the Holder of a Security surrendered for conversion, or such Holder’s nominee or nominees, and (ii) subject to the limitation on issuance of Common Stock set forth in Section 10.13, issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock, if any, or make a book-entry transfer through DTC with respect to uncertificated Shares, if applicable, to which such Holder shall be entitled as part of such Conversion Obligation. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the Security Register security register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or Security Register. A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion as provided abovesecurity register, and at such time the rights of the Holders of such Security as Holder shall cease, the Person or Persons entitled to receive the Common Stock issuable as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record Holder holder or Holders holders of such Common Stock immediately prior to Stock, as of the close of business on such date. the applicable Conversion Settlement Date. (d) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities Security so surrendered, without charge to such Holder (subject to the provisions of Section 14.0810.06 hereof), a new Security or securities Securities in authorized denominations in an aggregate principal amount Original Principal Amount equal to the unconverted portion of the surrendered Securities. (e) By delivering the combination of cash and shares of Common Stock, if any, together with a cash payment in lieu of any fractional shares to the Conversion Agent or to the Holder or such Holder’s nominee or nominees, the Company shall have satisfied in full its Conversion Obligation with respect to such Security, and upon such delivery, accrued and unpaid Interest, if any, with respect to such Security shall be deemed to be paid in full rather than canceled, extinguished or forfeited, and such amounts shall no longer accrue. (f) If a Securityholder delivers a Conversion Notice after the Interest Record Date for a payment of Interest but prior to the corresponding Interest Payment Date, such Securityholder must pay to the Company, at the time such Securityholder surrenders Securities for conversion, an amount equal to the Interest that has accrued and shall be paid on the related Interest Payment Date. The preceding sentence shall not apply if (1) the Company has specified a Redemption Date that is after an Interest Record Date but on or prior to the corresponding Interest Payment Date, (2) the Company has specified a Fundamental Change Repurchase Date during such period referred to in clause (1) of this paragraph or (3) to the extent of overdue Interest if any overdue Interest exists at the time of conversion with respect to the Securities converted.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Subject to Section 10.01 and the Company's rights under Section 10.03, each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially 22.6778 shares of Common Stock for each $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.04 hereof, but shall not be adjusted for any accrued and unpaid Interest, Contingent Interest, or Liquidated Damages, if any. Upon conversion, no payment shall be made by the rate therefor specified in a Board Resolution or supplemental indenture Company with respect to any accrued and unpaid Interest, including Contingent Interest, if any. Instead, such amount shall be deemed paid by the Securities applicable Conversion Settlement Distribution delivered upon conversion of such seriesany Security into Common Stock. No In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock or with a record date prior to the date of conversion. Notwithstanding the foregoing, upon conversion a Holder shall receive any accrued interest on a converted Security, except as described in Section 14.09and unpaid Liquidated Damages to the Conversion Date. The Company may, but shall not be required to, issue any fraction of a share of Common Stock in connection with any conversion of Securities, issue a fraction of a share of Common Stock andbut instead shall, if the Company shall determine not subject to issue any such fractionSection 10.04 hereof, the Company shall make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Sale Price of the Common Stock on the last Trading Day prior to immediately preceding the date of conversionConversion Date. (b) Before any Holder of a Security shall be entitled to convert such Security the same into Common Stock, such Holder shall (1) in the case of Global Securities, comply with the procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Security Securities, duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or placesAgent, if any, specified in a Board Resolution with respect and (2) give written notice to the Securities Company in form on reverse of such series Certificated Security (each, a "Place Notice of Conversion"), accompanied by written notice of conversion substantially in the form set forth in Section 2.05 (or such other notice, as is acceptable to the Company) at such said office or place that the such Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, same and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses), if different than the Holder, ) in which such Holder wishes the certificate or certificates for Common Stock included in the Conversion Settlement Distribution, if any, to be issuedregistered. Before any such conversion, a Holder also shall pay all taxes or duties, if any, as provided in Section 10.06 and any amount payable pursuant to Section 10.02(g). If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which Stock, if any, that shall be deliverable upon conversion as part of the Conversion Settlement Distribution shall be computed on the basis of the aggregate principal amount of the securities Securities (or specified portions thereof to the extent permitted thereby) so surrendered. . (c) A Security shall be deemed to have been converted immediately prior to the close of business on the date (the "Conversion Date") that is the latest of: (i) the date the Holder has complied with Section 10.02(b), (ii) the expiration of the Cash Settlement Notice Period or (iii) if the Company elects to pay cash in lieu of Common Stock pursuant to Section 10.03, the expiration of the Conversion Retraction Period. (d) Subject to the next succeeding sentence, the Company will, as soon as practicable thereafterfollowing the Conversion Settlement Date, issue and deliver at such office or place to such Holder of a Security, or to such Holder's nominee or nominees, certificates for (i) pay the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together with cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 10.03 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the Security Register security register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or Security Register. A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion as provided abovesecurity register, and at such time the rights of the Holders of such Security as Holder shall cease, the Person or Persons entitled to receive the Common Stock issuable as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record Holder holder or Holders holders of such Common Stock immediately prior to Stock, as of the close of business on such date. the applicable Conversion Settlement Date. (e) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities Security so surrendered, without charge to such Holder (subject to the provisions of Section 14.0810.06 hereof), a new Security or securities Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. (f) By delivering the applicable Conversion Settlement Distribution upon conversion of any Security to the Conversion Agent or to the Holder or such Xxxxxx's nominee or nominees, the Company will have satisfied in full its Conversion Obligation with respect to such Security, and upon such delivery accrued and unpaid Interest with respect to such Security will be deemed to be paid in full rather than canceled, extinguished or forfeited. (g) If a Securityholder delivers a Notice of Conversion after the Interest Record Date for a payment of Interest (including Contingent Interest, if any) but prior to the corresponding Interest Payment Date, such Securityholder must pay to the Company, at the time such Securityholder surrenders Securities for conversion, an amount equal to the Interest (including Contingent Interest, if any, and excluding, for the avoidance of doubt, Liquidated Damages, if any), that has accrued and will be paid on the related Interest Payment Date. This Section 10.02(g) shall not apply to a Securityholder that converts Securities after an Interest Record Date for a payment of Interest but on or prior to the corresponding Interest Payment Date if (1) the Company has specified a Redemption Date during such period, (2) the Company has specified a Designated Event Purchase Date during such period or (3) to the extent of any overdue Interest if any overdue Interest exists at the time of conversion with respect to the Securities converted. Notwithstanding the foregoing, the Company shall refund any amount paid by a Securityholder pursuant to this Section 10.02(g) if the Cash Settlement Notice Period or, if the Company elects to pay cash in lieu of Common Stock pursuant to Section 10.03, the Cash Settlement Averaging Period, ends on or subsequent to the Interest Payment Date immediately following the date such Securityholder delivered a Notice of Conversion. Such refunded amount shall be paid at the time of delivery of the Conversion Settlement Distribution following conversion of any Securities.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Security to which this Article is applicable Note shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at number of shares of Common Stock which shall be delivered upon conversion of each $1.00 in principal amount of Notes shall be equal to (a) 270,275,706 shares of Common Stock, divided by (b) the aggregate principal amount of such Notes (including Additional Notes) plus all accrued and unpaid interest thereon. (b) No fractional shares of Common Stock shall be delivered issued upon conversion (the "Conversion Rate") of any Note or Notes. If more than one Note shall be initially surrendered for conversion by the rate therefor specified in a Board Resolution or supplemental indenture with respect to same Holder, the Securities number of such series. No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted Security, except as described in Section 14.09. The Company may, but shall not be required to, in connection with any conversion of Securities, issue a fraction of a share full shares of Common Stock andwhich shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional shares of Common Stock, if the Company shall determine not to issue which would otherwise be issuable upon conversion of any such fractionNote or Notes (or specified portions thereof), the Company shall make calculate and pay a cash payment adjustment in respect of such fraction (calculated to the nearest cent1/100th of a share) or such shares of Common Stock in an amount equal to such the number of shares of Common Stock (and any fraction thereof) that would have been deliverable but for the provisions of this clause (b), multiplied by the Closing Price Per Share of the Common Stock on the last Trading Day prior to the date of conversionConversion Date. (bc) Before any Each Holder of a Security shall be entitled to convert such Security into Common Stockshall, such Holder shall within five Business Days after the Conversion Date, surrender such Security Xxxxxx's Note(s) duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or places, if any, specified in a Board Resolution with respect to the Securities of such series (each, a "Place of -------- Conversion"), accompanied by and shall deliver to the Company a written notice of conversion substantially in ---------- the form set forth in Section 2.05 the form of Note attached hereto as part of Exhibit A (or such other notice, notice as is acceptable to the Company) at such office or place that the Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, and shall state in writing therein stating the principal amount of Securities Notes to be converted and the name or names (with addresses), if different than from that of the Holder, in which such Holder wishes the certificate or certificates for Common Stock to be issued. If more than one Security Note shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be deliverable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the securities Notes (or specified portions thereof to the extent permitted therebyhereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable thereafter, issue and deliver at such office or place to such Holder of a SecurityHolder, or to such HolderXxxxxx's nominee or nomineesnominees hereunder, a certificate or certificates for the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share to which such Holder would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the Security Register register kept by the Registrar are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or Security Registerthe register kept by the Registrar. A Security Note shall be deemed to have been converted as of immediately prior to the close of business on the date of the surrender of such Security for conversion as provided aboveConversion Date, and and, at such time time, the rights of the Holders Holder of such Security Note as Holder shall cease, cease and the Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder holder or Holders holders of such Common Stock immediately prior to the close of business on such date. In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities so surrendered, without charge to such Holder (subject to the provisions of Section 14.08), a new Security or securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecurityStock.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Security to which this Article is applicable Note shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially the rate therefor specified 20.1846 shares of Common Stock for each $1,000 principal amount of 56 62 Notes. The Conversion Rate shall be adjusted in a Board Resolution or supplemental indenture with respect to the Securities of such seriescertain instances as provided in this Article 12. No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted SecurityNote, except as described in Section 14.09. The Company may, but shall not be required to, in connection with any conversion of Securities, issue a fraction of a share 12.09. (b) No fractional shares of Common Stock andshall be issued upon conversion of any Note or Notes. If more than one Note shall be surrendered for conversion at one time by the same Holder, if the Company number of full shares which shall determine not to issue be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any such fractionfractional shares of Common Stock which would otherwise be issuable upon conversion of any Note or Notes (or specified portions thereof), the Company shall make calculate and pay a cash payment adjustment in respect of such fraction (calculated to the nearest cent1/100th of a share) in an amount equal to such the same fraction multiplied by of the Closing Price Per Share of the Common Stock on the last Trading Day prior to the date of conversion. (bc) Before any Holder of a Security shall be entitled to convert such Security a Note into Common Stock, such Holder shall surrender such Security Note duly endorsed or assigned to the Company or in blank, at the office of the Conversion Agent or at such other place or places, if any, specified in a Board Resolution with respect to the Securities of such series (each, a "Place of Conversion"), accompanied by written notice of conversion substantially in the form set forth in Section 2.05 the form of the Note attached hereto as Exhibit A (or such other notice, as is acceptable to the Company) at such office or place that the Holder elects to convert such Security Note or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, and shall state in writing therein the principal amount of Securities Notes to be converted and the name or names (with addresses), if different than the Holder, in which such Holder wishes the certificate or certificates for Common Stock to be issued. If more than one Security Note shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the securities Notes (or specified portions thereof to the extent permitted thereby) so surrendered. Subject to the next succeeding sentence, the Company will, as soon as practicable thereafter, issue and deliver at such office or place to such Holder of a SecurityHolder, or to such Holder's nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share to which such Holder would otherwise be entitled. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the Security Register register kept by the Registrar are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or Security Registerthe register kept by the Registrar. A Security Note shall be deemed to have been converted as of immediately prior to the close of business on the date of the surrender of such Security Note for conversion as provided above, and at such time the rights of the Holders Holder of such Security Note as Holder shall cease, the Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder holder or Holders holders of such Common Stock immediately prior to the close of business on at such datetime. In case any Security Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities Notes so surrendered, without charge to such Holder (subject to the provisions of Section 14.0812.08), a new Security Note or securities Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecurityNote. (d) All shares of Common Stock delivered upon such conversion of Restricted Notes shall bear restrictive legends substantially in the form of the legends required to be set forth on 57 63 the Restricted Notes pursuant to Section 2.06 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock; provided, however, that the Trustee or any Conversion Agent shall have provided, to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the Notes delivered for conversion are Restricted Notes. (e) If shares of Common Stock to be issued upon conversion of a Restricted Note, or Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Note, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Note and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Note and such other documents, including an opinion of counsel that such transfer has been made in compliance with all applicable federal and state securities laws and the Private Placement Legend, as the Trustee or the Company may request. Neither the Trustee nor any Conversion Agent, Registrar or transfer agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed Surrender Certificate.

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Subject to Section 10.01 and the Company's rights under Section 10.03, each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially 82.1693 shares of Common Stock for each $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.04 hereof, but shall not be adjusted for any accrued and unpaid Interest or Liquidated Damages, if any. Upon conversion, no payment shall be made by the rate therefor specified in a Board Resolution or supplemental indenture Company with respect to any accrued and unpaid Interest, if any. Instead, such amount shall be deemed paid by the Securities applicable Conversion Settlement Distribution delivered upon conversion of such seriesany Security. No In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock or with a record date prior to the Conversion Date. Notwithstanding the foregoing, upon conversion a Holder shall receive any accrued interest on a converted Security, except as described in Section 14.09and unpaid Liquidated Damages to the Conversion Date. The Company may, but shall not be required to, issue any fraction of a share of Common Stock in connection with any conversion of Securities, issue a fraction of a share of Common Stock andbut instead shall, if the Company shall determine not subject to issue any such fractionSection 10.04 hereof, the Company shall make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Last Reported Sale Price of the Common Stock on the last Trading Day prior to immediately preceding the date of conversionConversion Settlement Date. (b) Before any Holder of a Security shall be entitled to convert such Security the same into Common Stock, such Holder shall (1) in the case of Global Securities, comply with the procedures of the Depository in effect at that time and furnish appropriate endorsement and transfer documents, and (2) in the case of Certificated Securities, surrender such Security Securities, duly endorsed or assigned to the Company or in blankblank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent or at such other place or placesAgent, if any, specified in a Board Resolution with respect and give written notice to the Securities Company in the form on the reverse of such series Certificated Security (each, or a facsimile thereof) (a "Place Notice of Conversion"), accompanied by written notice of conversion substantially in the form set forth in Section 2.05 (or such other notice, as is acceptable to the Company) at such said office or place that the such Holder elects to convert such Security or, if less than entire principal amount thereof is to be converted, the portion thereof to be converted, same and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses), if different than the Holder, ) in which such Holder wishes the certificate or certificates for Common Stock included in the Conversion Settlement Distribution, if any, to be issuedregistered. Before any such conversion, a Holder also shall pay all taxes or duties, if any, as provided in Section 10.06 and any amount payable pursuant to Section 10.02(g). If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which Stock, if any, that shall be deliverable upon conversion as part of the Conversion Settlement Distribution shall be computed on the basis of the aggregate principal amount of the securities Securities (or specified portions thereof to the extent permitted thereby) so surrendered. . (c) A Security shall be deemed to have been converted immediately prior to the close of business on the date (the "Conversion Date") that is the latest of: (i) the date the Holder has complied with Section 10.02(b), (ii) the expiration of the Cash Settlement Notice Period or (iii) if the Company elects to pay cash in lieu of Common Stock pursuant to Section 10.03, the expiration of the Conversion Retraction Period. (d) Subject to the next succeeding sentence, the Company will, as soon as practicable thereafteron the Conversion Settlement Date, issue and deliver at such office or place to such Holder of a Security, or to such Holder's nominee or nominees, certificates for (i) pay the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together with cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled. The Company shall not ), if any, of the Conversion Settlement Distribution determined pursuant to Section 10.03 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be required issued, and deliver to deliver the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates or a book-entry transfer through the Depository for the number of full shares of Common Stock while the stock transfer books for Stock, if any, to which such stock or the Security Register are duly closed for any purpose, but certificates for shares of Common Stock Holder shall be issued and delivered entitled as soon as practicable after the opening part of such books or Security Register. A Security shall be deemed to have been converted as of the close of business on the date of the surrender of such Security for conversion as provided above, and at such time the rights of the Holders of such Security as Holder shall cease, the Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Common Stock immediately prior to the close of business on such date. Conversion Settlement Distribution. (e) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Securities Security so surrendered, without charge to such Holder (subject to the provisions of Section 14.0810.06 hereof), a new Security or securities Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritySecurities. (f) By delivering the applicable Conversion Settlement Distribution upon conversion of any Security to the Conversion Agent or to the Holder or such Holder's nominee or nominees, the Company will have satisfied in full xxx Xxnversion Obligation with respect to such Security (other than any Make-Whole Premium payable pursuant to Section 11.02), and upon such delivery accrued and unpaid Interest, if any, with respect to such Security will be deemed to be paid in full rather than canceled, extinguished or forfeited. (g) If a Securityholder delivers a Notice of Conversion after the Interest Record Date for a payment of Interest but prior to the corresponding Interest Payment Date, such Securityholder must pay to the Company, at the time such Securityholder surrenders Securities for conversion, an amount equal to the Interest excluding, for the avoidance of doubt, Liquidated Damages, if any, that has accrued and will be paid on the related Interest Payment Date. This Section 10.02(g) shall not apply to a Securityholder that converts Securities after an Interest Record Date for a payment of Interest but on or prior to the corresponding Interest Payment Date if (1) the Company has specified a Redemption Date during such period, (2) the Company has specified a Fundamental Change Repurchase Date during such period or (3) to the extent of any overdue Interest if any overdue Interest exists at the time of conversion with respect to the Securities converted. Notwithstanding the foregoing, the Company shall refund any amount paid by a Securityholder pursuant to this Section 10.02(g) if the Cash Settlement Notice Period or, if the Company elects to pay cash in lieu of Common Stock pursuant to Section 10.03, the Cash Settlement Averaging Period, ends on or subsequent to the Interest Payment Date immediately following the date such Securityholder delivered a Notice of Conversion. Such refunded amount shall be paid at the time of delivery of the Conversion Settlement Distribution following conversion of any Securities.