Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities interest in certificated forma Global Security, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 2.03 and any transfer taxes, if required, pursuant to Section 5.08, and the Trustee or Conversion Agent must be informed of the conversion in accordance with customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Noticenotice, which shall be is irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) if required, pay any all transfer or similar tax, if required pursuant to Section 13.07 or otherwisetaxes; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledmake any payment required under Section 2.03. The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such The Trustee will, as promptly as possible, provide the Company with notice of any conversion exercises by Holders of which a Responsible Officer becomes aware. (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to himsuch Holder, new Securities in authorized denominations in an aggregate Principal Amount principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) surrendered for conversion on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or portion thereof)relevant Conversion Date, and with respect to any shares of Common Stock that are issuable upon such conversion: (i) if such conversion was subject to a Physical Settlement, the person Person in whose name any the certificate or certificates for such shares of Common Shares Stock are registered, shall be issuable upon such conversion shall be deemed to have become on said date the Holder holder of record of such shares as of the close of business on the Conversion Date; and (ii) if such conversion was subject to a Net-Share Settlement, the Person in whose name the certificate or certificates for such shares of Common Shares represented therebyStock are registered, shall become the holder of record of such shares as of the close of business on the last Trading Day of the related Observation Period; provided, however, that in case of any if such surrender on any last Trading Day is a date when the stock transfer books of the Company shall be closed, the person or persons Person in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the Holder of record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount principal amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Purchase Notice exercising such Holder’s option to require the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Article 7 hereof prior to the Securities that contain close of business on the Private Placement Legend or Business Day prior to the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C heretorelevant Purchase Date.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 6.02 and any transfer taxes if required pursuant to Section 6.07. In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender the Security to the a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) make any payment required under Section 6.03(d); and (v) if required, pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such ” (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after On the later third Business Day immediately following the last day of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)Observation Period, subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in accordance with the provisions of this Article XIII6, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C B hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “"Conversion Notice”") or facsimile of the Conversion Notice and Notice; (ii) deliver such Conversion Notice, which shall be irrevocable, to the Conversion AgentAgent with a copy delivered to the Company; (iiiii) surrender the Security to the Conversion AgentAgent in accordance with the procedures of DTC; (iiiiv) furnish appropriate endorsements and transfer documents, if required; (ivv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (vvi) if required, pay funds to the Company equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledDate. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (vvi) above is the “"Conversion Date.” " Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s 's book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v13.02(b)(vi) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) immediately prior to the close of business on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any beneficial interest in a Global Security, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 6.03(i) and any transfer taxes if required pursuant to Section 6.06 and the Trustee or Conversion Agent must be informed of the conversion in accordance with customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Securities in certificated formform that are not Global Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”"CONVERSION NOTICE") or a facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be is irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required; (iv) if required, pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwisetaxes; and (v) pay funds equal to interestif required, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledmake any payment required under Section 6.03(i). The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date"CONVERSION DATE.” Such " The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with notice of any conversion exercises by Holders of which a Responsible Officer becomes aware. (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after the later of (i) the Conversion Date (but in no event No later than five the third Business Days after Day immediately following the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in accordance with the provisions of this Article XIII, if applicable6. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date related Conversion Date; provided, further, that a Holder receiving shares of Common Stock upon which such Securities shall conversion will not be surrenderedentitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the close of business on the Conversion Date. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C A hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “"Conversion Notice”") or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “"Conversion Date.” " Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s 's book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any beneficial interest in a Global Security, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 5.03(d) and any transfer taxes if required pursuant to Section 5.07 and the Trustee or Conversion Agent must be informed of the conversion in accordance with customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Securities in certificated formform that are not Global Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or a facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be is irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required; (iv) if required, pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwisetaxes; and (v) pay funds equal to interestif required, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledmake any payment required by Section 5.03(d). The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such The Trustee shall provide the Company with notice of any conversion exercises by Holders of which a Responsible Officer becomes aware as promptly as practicable, and in any event within two Business Days, thereafter. (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as of the registration Holder of such SecuritiesSecurities as set forth in the Security Register, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the such Holder or its such Holder’s duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after On the later third Business Day immediately following the last day of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)Observation Period, subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion of Securities are to be issued in a name other than that of the Holder thereof as set forth in the Security Register (as if such transfer were a transfer of the such Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in accordance with the provisions of this Article XIII5, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to himsuch Holder, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 5.02 have been satisfied as to such Securities (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said such date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when on which the stock transfer books of the Company shall be closed, the person Person or persons Persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon on which such Securities shall be surrendered. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities interest in certificated forma Global Security, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 5.03(e) and any transfer taxes, if required, pursuant to Section 5.08, and the Trustee or Conversion Agent must be informed of the conversion in accordance with customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Noticenotice, which shall be is irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) if required, pay any all transfer or similar tax, if required pursuant to Section 13.07 or otherwisetaxes; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledmake any payment required under Section 5.03(e). The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with notice of any conversion exercises by Holders of which a Responsible Officer becomes aware. (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to himsuch Holder, new Securities in authorized denominations in an aggregate Principal Amount principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) surrendered for conversion on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or portion thereof)relevant Conversion Date, and the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion in respect of each Trading Day during an Observation Period, if applicable, shall be deemed to have become on said date the Holder holder of record of such shares of Common Stock as of the Common Shares represented therebyclose of business on the last Trading Day of such Observation Period; provided, however, that in case of any if such surrender on any last Trading Day is a date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the Holder of record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount principal amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Article 4 hereof prior to the Securities that contain close of business on the Private Placement Legend or Business Day prior to the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C heretorelevant Fundamental Change Repurchase Date.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege right with respect to any interest in Global Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 9.02 and any transfer taxes if required pursuant to Section 9.08. In order to exercise the conversion right with respect to any Securities in certificated form, the Holder of any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and complete, manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or a facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) make any payment required under Section 9.03(d) and (v) if required, pay any transfer or similar tax, if required pursuant tax that may be applicable to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledconversion. The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such ” (c) Each Conversion Notice shall also be irrevocable once delivered to the Conversion Agent and shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject Subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and and/or a certificate or certificates for the number of full shares of Common Shares Stock issuable in accordance with the provisions of this Article XIII9, (1) on the third Business Day immediately following the relevant Conversion Date, if applicablethe Company elects to satisfy its conversion obligation solely in shares of Common Stock; provided, that in the event it is necessary to delay the issuance and delivery of Common Stock to take account of any conversion rate adjustment pursuant to Section 9.04(c) or 9.04(e) where conversion has occurred within the 10 Trading Days following, and including, the effective date of the event giving rise to such conversion rate adjustment, the issuance of delivery of Common Stock shall be so delayed or (2) on the third Business Day immediately following the last day of the Observation Period, if the Company elects another Settlement Method (as defined below). In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 9.02 have been satisfied as to such Securities (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person Person or persons Persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege right with respect to any interest in Global Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 9.02 and any transfer taxes if required pursuant to Section 9.08. In order to exercise the conversion right with respect to any Securities in certificated form, the Holder of any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and complete, manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or a facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) make any payment required under Section 9.03(d) and (v) if required, pay any transfer or similar tax, if required pursuant tax that may be applicable to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledconversion. The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such ” (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject Subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and and/or a certificate or certificates for the number of full shares of Common Shares Stock issuable in accordance with the provisions of this Article XIII9, (1) on the third Business Day immediately following the relevant Conversion Date, if applicablethe Company elects to satisfy its conversion obligation solely in shares of Common Stock; provided, that in the event it is necessary to delay the issuance and delivery of Common Stock to take account of any conversion rate adjustment pursuant to Section 9.04(c) or 9.04(e) where conversion has occurred within the 10 Trading Days following, and including, the effective date of the event giving rise to such conversion rate adjustment, the issuance of delivery of Common Stock shall be so delayed or (2) on the third Business Day immediately following the last day of the Observation Period, if the Company elects another Settlement Method (as defined below). In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 9.02 have been satisfied as to such Securities (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person Person or persons Persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any beneficial interest in a Global Security, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 6.03(f) and any transfer taxes if required pursuant to Section 6.08 and the Trustee or Conversion Agent must be informed in writing of the conversion in accordance with customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Securities in certificated formform that are not Global Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or a facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be is irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required; (iv) if required, pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwisetaxes; and (v) pay funds equal to interestif required, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledmake any payment required under Section 6.03(f). The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with notice of any conversion exercises by Holders of which a Responsible Officer becomes aware. (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after On the later third Business Day immediately following the last day of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)Observation Period, subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in accordance with the provisions of this Article XIII6, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder holder of record of the Common Shares shares represented thereby; provided, however, provided that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered; provided further, that a Holder receiving shares of Common Stock upon conversion will not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the close of business on the last Trading Day of the Observation Period. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount Xxxxxx represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C C-2 hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender the Security to the a Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required;; and (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledrequired. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (viv) above is the “Conversion Date.” Such Conversion Notice notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by this Section 13.02(b)(v) 13.2 and any transfer or similar taxes if required pursuant to Section 13.07 or otherwise13.7. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.0313.3), subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash cheque and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII13, if applicable. In case any Securities of a denomination greater than $1,000 [1,000] shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 13.2 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount Xxxxxx represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C B hereto.

Conversion Procedure. (a) Each Security Note shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege right with respect to any interest in Securities in global formGlobal Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by Section 13.02(b)(v6.03(c) and any transfer taxes or similar taxes duties if required pursuant to Section 13.07 6.08. However, no service charge will be imposed by the Company, the Trustee or otherwisethe Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) facsimile of the conversion notice, or an electronic version of the conversion notice, each of which shall be irrevocable, and deliver such notice to a Conversion Agent; (ii) surrender the Note to a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required pursuant to Section 6.08, pay any transfer taxes or duties; and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 6.03(c). The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” (c) As promptly as practicable after On the later of (i) the Conversion Date (but in no event later than five Business Days after third Trading Day immediately following the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such the converting Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in respect of such conversion in accordance with the provisions of this Article XIII6, the Early Conversion Payment, if applicable, and cash in lieu of any fractional share. In case any Securities Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities Notes so surrendered, without charge to himsuch Holder, new Securities Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered SecuritiesNotes. Each conversion shall be deemed to have been effected as to any such Securities Notes (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.01(b) have been satisfied as to such Securities Notes (or portion thereof), ) and the person Person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become become, as of the Close of Business on said date the relevant Conversion Date that such Holder converted the Notes, the holder of record of the shares of Common Shares Stock represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in a Global SecuritiesNote, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each Each share certificate representing Common Shares Stock issued upon conversion of the Securities Notes that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Notes shall bear the applicable legends Restricted Stock Legend as set forth in substantially the form of Exhibit C heretoSection 3.07.

Conversion Procedure. (a) Each Security Note shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege right with respect to any interest in Securities in global formGlobal Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by Section 13.02(b)(v7.03(c) and any transfer taxes or similar taxes duties if required pursuant to Section 13.07 7.08. However, no service charge will be imposed by the Company, the Trustee or otherwisethe Registrar for any registration of transfer or exchange of Notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such notice to a Conversion Agent, which action shall be irrevocable; (ii) surrender the Note to a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required pursuant to Section 7.08, pay any transfer taxes or duties; and (v) if required, pay funds equal to interest (including Additional Interest, if any) payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” (c) As promptly as practicable after On the later of (i) the Conversion Date (but in no event later than five third Business Days after Day immediately following the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such the converting Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in respect of such conversion in accordance with the provisions of this Article XIII, if applicable7. In case any Securities Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities Notes so surrendered, without charge to himsuch Holder, new Securities Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered SecuritiesNotes. Each conversion shall be deemed to have been effected as to any such Securities Notes (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 7.01(b) have been satisfied as to such Securities Notes (or portion thereof), ) and the person Person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become become, as of the Close of Business on said date the relevant Conversion Date that such Holder converted the Notes, the holder of record of the shares of Common Shares Stock represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in a Global SecuritiesNote, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each Each share certificate representing Common Shares Stock issued upon conversion of the Securities Notes that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Notes shall bear the applicable legends Restricted Stock Legend as set forth in substantially the form of Section 3.07 and Exhibit C hereto.A.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “"Conversion Notice”") or facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender the Security to the a Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required;; and (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledrequired. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (viv) above is the “"Conversion Date.” " Such Conversion Notice notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s 's book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by this Section 13.02(b)(v) 13.2 and any transfer or similar taxes if required pursuant to Section 13.07 or otherwise13.7. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five 5 Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.0313.3), subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII13, if applicable. In case any Securities of a denomination greater than $1,000 [1,000] shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 13.2 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C B hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “"Conversion Notice”") or facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender the Security to the Conversion Agent;: (iii) furnish appropriate endorsements and transfer documents, if required;; and (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledrequired. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (viv) above is the “"Conversion Date.” " Such Conversion Notice notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s 's book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by this Section 13.02(b)(v) 11.02 and any transfer or similar taxes if required pursuant to Section 13.07 or otherwise11.07. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five 5 Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.0311.03), subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIIIARTICLE XI, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 11.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C B hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender the Security to the a Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required;; and (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledrequired. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (viv) above is the “Conversion Date.” Such Conversion Notice notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by this Section 13.02(b)(v) 13.2 and any transfer or similar taxes if required pursuant to Section 13.07 or otherwise13.7. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.0313.3), subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash cheque and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII13, if applicable. In case any Securities of a denomination greater than $1,000 [1,000] shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 13.2 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount Axxxxx represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C B hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege right with respect to any Securities interest in certificated formGlobal Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 6.03 and any transfer taxes if required pursuant to Section 6.08. In order to exercise the conversion right with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice conversion notice and deliver such Conversion Noticenotice, which shall be is irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) if required, pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) if required, pay funds equal to interest, interest payable (including Additional Interest Amounts and Additional AmountsInterest, if any, payable ) on the next Next Interest Payment Date to which such the Holder is not entitledentitled as required by Section 6.03(b). The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise.” (c) As promptly as practicable after On the later of (i) the Conversion Date (but in no event later than five third Business Days after Day immediately following the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such the Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in respect of such conversion in accordance with the provisions of this Article XIII, if applicable6. In case any Securities of a denomination greater than $1,000 2,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities, provided that the portion not so converted must be in a minimum Principal Amount of $2,000. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.01(b) have been satisfied as to such Securities (or portion thereof); provided, and however, that the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date as of the relevant Conversion Date the Holder of record of the shares of Common Shares Stock represented thereby; provided, howeverprovided further, that in case of any such surrender on any date when the stock share transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock share transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount Xxxxxx represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each Each share certificate representing shares of Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C B hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege right with respect to any Securities interest in certificated formGlobal Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 7.03 and any transfer taxes if required pursuant to Section 7.08. In order to exercise the conversion right with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “"Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agentconversion notice; (ii) surrender deliver such notice, which is irrevocable, and the Security to the a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar taxif required, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, interest payable on the next Interest Payment Date to which such the Holder is not entitledentitled as required by Section 7.03(c); and (v) if required, pay any transfer or similar tax. The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise.” (c) As promptly soon as practicable after the later of (i) the Conversion Date (practicable, but in no any event later than five within three Business Days after immediately following the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in respect of such conversion in accordance with the provisions of this Article XIII, if applicable7. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to himsuch Holder, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 7.02(b) have been satisfied as to such Securities (or portion thereof); provided, and however, that the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date as of the relevant Conversion Date the Holder of record of the shares of Common Shares Stock represented thereby; provided, howeverprovided further, that in case of any such surrender on any date when the stock share transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock share transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each Each share certificate representing shares of Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security Note shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege right with respect to any interest in Securities in global formGlobal Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by Section 13.02(b)(v6.03(c) and any transfer taxes or similar taxes duties if required pursuant to Section 13.07 6.09. However, no service charge will be imposed by the Company, the Trustee or otherwisethe Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) facsimile of the conversion notice, or an electronic version of the conversion notice, each of which shall be irrevocable, and deliver such notice to a Conversion Agent; (ii) surrender the Note to a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required pursuant to Section 6.09, pay any transfer taxes or duties; and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 6.03(c). The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” (c) As promptly as practicable after On the later of (i) the Conversion Date (but in no event later than five Business Days after third Trading Day immediately following the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such the converting Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in respect of such conversion in accordance with the provisions of this Article XIII6, the Early Conversion Payment, if applicable, and cash in lieu of any fractional share. In case any Securities Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities Notes so surrendered, without charge to himsuch Holder, new Securities Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered SecuritiesNotes. Each conversion shall be deemed to have been effected as to any such Securities Notes (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.01(b) have been satisfied as to such Securities Notes (or portion thereof), ) and the person Person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become become, as of the Close of Business on said date the relevant Conversion Date that such Holder converted the Notes, the holder of record of the shares of Common Shares Stock represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in a Global SecuritiesNote, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each Each share certificate representing Common Shares Stock issued upon conversion of the Securities Notes that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Notes shall bear the applicable legends Restricted Stock Legend as set forth in substantially the form of Exhibit C heretoSection 3.07.

Conversion Procedure. (a) Each Security Note shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege right with respect to any interest in Securities in global formGlobal Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by Section 13.02(b)(v7.03(c) and any transfer taxes or similar taxes duties if required pursuant to Section 13.07 7.08. However, no service charge will be imposed by the Company, the Trustee or otherwisethe Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the conversion notice and deliver such notice to a Conversion Agent; (ii) surrender the Note to a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required pursuant to Section 7.08, pay any transfer taxes or duties; and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” (c) As promptly as practicable after On the later of (i) the Conversion Date (but in no event later than five third Business Days after Day immediately following the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such the converting Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in respect of such conversion in accordance with the provisions of this Article XIII, if applicable7. In case any Securities Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities Notes so surrendered, without charge to himsuch Holder, new Securities Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered SecuritiesNotes. Each conversion shall be deemed to have been effected as to any such Securities Notes (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 7.01(b) have been satisfied as to such Securities Notes (or portion thereof), ) and the person Person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become become, as of the Close of Business on said date the relevant Conversion Date that such Holder converted the Notes, the holder of record of the shares of Common Shares Stock represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in a Global SecuritiesNote, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities Note as to the reduction in the Principal Amount Xxxxxx represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each Each share certificate representing Common Shares Stock issued upon conversion of the Securities Notes that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Notes shall bear the applicable legends Restricted Stock Legend as set forth in substantially the form of Exhibit C heretoSection 3.07.

Conversion Procedure. (a) Each If a Holder has submitted the Holder's Securities for repurchase upon a Fundamental Change, such Holder may convert such Securities only upon a withdrawal of such Holder's Fundamental Change Repurchase Notice prior to the Fundamental Change Repurchase Date in accordance with Section 3.08(e). If a Holder has delivered an Option Repurchase Notice, such Holder may convert the Securities subject to such Option Repurchase Notice only upon withdrawal of such Option Repurchase Notice in accordance with Section 3.07(e). A Holder's right to convert its Securities if such Securities have been called for redemption pursuant to Section 3.01 shall terminate at the close of business on the Business Day prior to such Redemption Date, unless the Company defaults in making payment due upon redemption. (b) The right to convert any Security may be exercised if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent (which initially shall be convertible the Trustee) through the facilities of the Depositary in accordance with the Applicable Procedures, or if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be convertedaccompanied, in whole or in parteither case, shall:by (i) complete a completed and manually sign duly signed conversion notice, in the conversion notice provided form as set forth on the back reverse of the Security attached hereto as Exhibit A (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agenta "CONVERSION NOTICE"); (ii) surrender if the Security is represented by a Certificated Security and such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion AgentAgent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (iii) furnish appropriate endorsements and transfer documents, documents if required;required by the Conversion Agent; and (iv) pay payment of any tax or duty, in accordance with Section 5.03, which may be payable in respect of any transfer involving the issue or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on delivery of the next Interest Payment Date to which such Common Stock in the name of a Person other than the Holder is not entitledof the Security. The first date on which the Holder satisfies all of the above requirements set forth in clauses (i) through (v) above respect of a Security is the “Conversion Date"CONVERSION DATE.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise." (c) As promptly Subject to the requirements of Section 5.04, as practicable soon as practical on or after the later last Trading Day of (i) the Conversion Date (Cash Settlement Averaging Period, but in no event later than five second Business Days after Day immediately following the Conversion Date) or (ii) last Trading Day of the date all Cash Settlement Averaging Period, the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)Company shall, subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are its right to be issued elect to have such Securities offered to the Exchange Institution for exchange as set forth in a name other than that of Section 5.13, deliver to the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted)Conversion Agent Cash, the Company shall issue and shall deliver to such Holder at the office of through the Conversion Agent, a check or cash and in accordance with the Applicable Procedures, a certificate or certificates for the number of full shares of Common Shares issuable in accordance with the provisions of this Article XIIIStock, if applicable. In case any Securities any, issuable upon the conversion of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities that Security (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities other securities, assets or property (or portion thereofincluding Cash), and as the case may be), such amounts as determined pursuant to Section 5.04. (d) The person in whose name any certificate or certificates for Common Shares is registered shall be issuable upon such conversion treated as a stockholder of record on and after the Conversion Date. Anything herein to the contrary notwithstanding, in the case of Global Securities, Conversion Notices shall be deemed delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures. (e) If any Securities are converted during the period after any Interest Payment Record Date and prior to have become the next Interest Payment Date, interest on said date such Securities shall be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holder of record of such Securities on the Common Shares represented therebypreceding Interest Payment Record Date; provided, however, that if a Conversion Date falls after an Interest Payment Record Date and prior to the next Interest Payment Date, then, except as described in case the next sentence, the Holder shall include with the applicable Conversion Notice a payment equal to the interest payable on such Interest Payment Date on the principal amount of any such surrender on any date when Securities being converted. The Holder shall not be required to provide the stock transfer books of interest payment to the Company shall be closed, described in the person preceding sentence (1) if the Company has called the Securities for redemption on a Redemption Date that is after an Interest Payment Record Date and on or persons in whose name the certificate or certificates for such Common Shares are prior to be issued shall be deemed to have become the record holder thereof for all purposes on the next day Interest Payment Date, (2) if the Company has specified a Fundamental Change Repurchase Date that is after an Interest Payment Record Date and on which such stock transfer books are openor prior to the next Interest Payment Date or (3) only to the extent of overdue interest, but such conversion shall be if any overdue interest exists at the Conversion Price in effect time of conversion with respect to such Securities. If any Securities are converted after an Interest Payment Date but on or before the date upon which such Securities shall next Interest Payment Record Date, no interest will be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation paid on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-TrusteeSecurities. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any interest in a Global Security, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 6.03(d) and any transfer taxes if required pursuant to Section 6.07 and the Trustee or Conversion Agent must be informed of the conversion in accordance with customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Securities in certificated formform that are not Global Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender the Security to the a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) make any payment required under Section 6.03(d); and (v) if required, pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with notice of any conversion exercises by Holders of which a Responsible Officer becomes aware. (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (cd) As promptly as practicable after On the later third Business Day immediately following the last day of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)Observation Period, subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable in accordance with the provisions of this Article XIII6, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented Amoxxx xxpresented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C B hereto.

Conversion Procedure. (a) Each Security Note shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege right with respect to any interest in Securities in global formGlobal Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by this Section 13.02(b)(v6.02 or Section 6.03(c) and any transfer or similar taxes if required pursuant to Section 13.07 6.08. In order to exercise the conversion right with respect to any Notes in certificated form, the Holder of any such Notes to be converted, in whole or otherwisein part, shall: (i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) or a facsimile of the conversion notice and deliver such notice and the Note to a Conversion Agent; (ii) if required, furnish appropriate endorsements and transfer documents; (iii) if required, pay all taxes and duties that may be applicable to such conversion; and (iv) make any payment required under this Section 6.02, Section 6.03(c) or Section 6.08. The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” (c) As promptly Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as practicable after the later registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (id) On the Conversion Date (but in no event later than five Business Days after third Scheduled Trading Day immediately following the Conversion Date) or (ii) last day of the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)Observation Period, subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities Notes (or portion thereof) so converted), the Company shall issue deliver and shall deliver issue to such Holder at the office of the Conversion Agent, a check or the cash amounts payable in respect of such conversion and a certificate or certificates for the number of full shares of Common Shares Stock issuable in respect of such conversion, if any, in accordance with the provisions of this Article XIII6. Notwithstanding the immediately preceding sentence, if applicablewith respect to any conversion of Notes for which the Conversion Date occurs on or after the Effective Date of a Fundamental Change in which the Reference Property into which the Common Stock is converted consists entirely of cash, the delivery of cash and issuance of shares of Common Stock referred to in the immediately preceding sentence shall take place on the third Scheduled Trading Day after the relevant Conversion Date. In case any Securities Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities Notes so surrendered, without charge to himsuch Holder, new Securities Notes in authorized denominations in an aggregate Principal Amount Xxxxxx equal to the unconverted portion of the surrendered SecuritiesNotes. Each conversion shall be deemed to have been effected as to any such Securities Notes (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.02 have been satisfied as to such Securities Notes (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Securities Notes shall be surrendered. (de) Upon the conversion of an interest in Global SecuritiesNotes, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities Notes as to the reduction in the Principal Amount Xxxxxx represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In the case of a conversion pursuant to Section 6.01, in order to exercise the conversion privilege right with respect to any interest in Global Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 6.03 and any transfer taxes if required pursuant to Section 6.08. In order to exercise the conversion right with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender deliver the conversion notice, which is irrevocable, and the Security to the a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) make any payment required under Section 6.04(d); and (v) if required, pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such ” (c) Each Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Shares Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise . (d) On the conversion privilege with respect to third Business Day immediately following the Conversion Date, in the case of any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee Section 6.01 or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)6.02, subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Shares Stock issuable and a check or cash for any cash amounts payable in respect of such conversion in accordance with the provisions of this Article XIII, if applicable6. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.03 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Securities shall be surrendered. (de) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (ef) Unless the Company shall provide otherwise, each share Each stock certificate representing Common Shares Stock issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C A hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office A Holder must do each of the Conversion Agent. (b) In following in order to exercise the conversion privilege with respect convert shares of Series A Preferred Stock pursuant to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall:this Section 8(a): (i) in the case of a conversion pursuant to Section 6(a), complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile provided by the Conversion Agent (which Conversion Notice must specify whether the Holder has elected to receive Series A-1 Preferred Stock in lieu of the Conversion Notice Class A Common Stock otherwise deliverable upon conversion), and deliver such Conversion Notice, which shall be irrevocable, notice to the Conversion Agent; provided that a Conversion Notice may be conditional (which condition may be a condition subsequent) on the completion of a Change of Control or other corporate transaction or other event or period of time; and provided, further that if such Holder shall fail to specify whether it has elected to receive Series A-1 Preferred Stock in lieu of Class A Common Stock upon conversion, such Holder shall be deemed to have elected to receive shares of Class A Common Stock upon such conversion; (ii) surrender the Security to the Conversion AgentAgent the certificate or certificates (if any) representing the shares of Series A Preferred Stock to be converted (or, if such Holder alleges that such certificate or certificates have been lost, stolen or destroyed, a lost certificate or certificates affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate or certificates); (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by in a form reasonably acceptable to the Company; and (iv) if required, the Trusteepay any stock transfer, the Co-Trustee or Conversion Agentdocumentary, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer stamp or similar taxes required not payable by the Company pursuant to Section 13.07 20. The foregoing clauses (ii), (iii) and (iv) shall be conditions to the issuance of shares of Class A Common Stock or otherwise. Series A-1 Preferred Stock to the Holders in the event of a Mandatory Conversion pursuant to Section 7 (c) As promptly as practicable after but, for the later avoidance of (i) doubt, not to the Mandatory Conversion Date (but in no event later than five Business Days after of the shares of Series A Preferred Stock on the Mandatory Conversion Date, which such Mandatory Conversion shall be deemed to occur automatically on the Conversion Date). The Holder may, in respect of a Mandatory Conversion, deliver a notice to the Conversion Agent specifying, in respect of the deliverable shares of Class A Common Stock or Series A-1 Preferred Stock, a delivery method of either book-entry basis, through the facilities of The Depositary Trust Company (if eligible) or (ii) the date all the calculations necessary to make certificated form. If no such payment and delivery have been made (but in no event later than as specified in Section 13.03)notice is delivered, subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIII, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued shall be deemed to have become the record holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrenderedchosen delivery by book-entry. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security Note shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege right with respect to any interest in Securities in global formGlobal Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by this Section 13.02(b)(v6.02 or Section 6.03(c) and any transfer or similar taxes if required pursuant to Section 13.07 6.08. In order to exercise the conversion right with respect to any Notes in certificated form, the Holder of any such Notes to be converted, in whole or otherwisein part, shall: (i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the conversion notice and deliver such notice and the Note to a Conversion Agent; (ii) if required, furnish appropriate endorsements and transfer documents; (iii) if required, pay all taxes and duties that may be applicable to such conversion; and (iv) make any payment required under this Section 6.02, Section 6.03(c) or Section 6.08. The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” (c) As promptly Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as practicable after the later registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (id) On the Conversion Date (but in no event later than five Business Days after third Scheduled Trading Day immediately following the Conversion Date) or (ii) last day of the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)Observation Period, subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities Notes (or portion thereof) so converted), the Company shall issue deliver and shall deliver issue to such Holder at the office of the Conversion Agent, a check or the cash amounts payable in respect of such conversion and a certificate or certificates for the number of full shares of Common Shares Stock issuable in respect of such conversion, if any, in accordance with the provisions of this Article XIII, if applicable6. In case any Securities Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities Notes so surrendered, without charge to himsuch Holder, new Securities Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered SecuritiesNotes. Each conversion shall be deemed to have been effected as to any such Securities Notes (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 6.02 have been satisfied as to such Securities Notes (or portion thereof), and the person in whose name any certificate or certificates for shares of Common Shares Stock shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Securities Notes shall be surrendered. (de) Upon the conversion of an interest in Global SecuritiesNotes, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities Notes as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required;; and (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitledrequired. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (viv) above is the “Conversion Date.” Such Conversion Notice notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, Company or the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under by this Section 13.02(b)(v) 16.02 and any transfer or similar taxes if required pursuant to Section 13.07 or otherwise16.07. (c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five 5 Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.0316.03), subject to compliance with any restrictions on transfer if Common Shares shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Shares issuable in accordance with the provisions of this Article XIIIXVI, if applicable. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 16.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become on said date the Holder of record of the Common Shares shares represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount Axxxxx represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each share certificate representing Common Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend shall bear the applicable legends in substantially the form of Exhibit C hereto.

Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion privilege right with respect to any Securities interest in certificated formGlobal Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 7.03 and any transfer taxes if required pursuant to Section 7.08. In order to exercise the conversion right with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice conversion notice and deliver such Conversion Notice, which shall be irrevocable, notice to the a Conversion Agent; (ii) surrender the Security to the a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required;, (iv) if required, pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) if required, pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, interest payable on the next Next Interest Payment Date to which such the Holder is not entitledentitled as required by Section 7.03(c). The date on which the Holder satisfies all of the applicable requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise.” (c) As promptly as practicable after On the later of (i) the Conversion Date (but in no event later than five third Business Days after Day immediately following the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full Common Ordinary Shares issuable in respect of such conversion in accordance with the provisions of this Article XIII, if applicable7. In case any Securities of a denomination greater than $1,000 2,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 7.01(b) have been satisfied as to such Securities (or portion thereof); provided, and however, that the person in whose name any certificate or certificates for Common Ordinary Shares shall be issuable upon such conversion shall be deemed to have become on said date as of the relevant Conversion Date the Holder of record of the Common Ordinary Shares represented thereby; provided, howeverprovided further, that in case of any such surrender on any date when the stock share transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares shares are to be issued shall be deemed to have become the record holder Holder thereof for all purposes on the next day on which such stock share transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company shall provide otherwise, each Each share certificate representing Common Ordinary Shares issued upon conversion of the Securities that contain the Private Placement Legend or the Canadian Private Placement Legend are Restricted Securities shall bear the applicable legends legend in substantially the form of Exhibit C B hereto.

Conversion Procedure. (a) Each To convert a Security shall be convertible at the office (or any portion thereof) (if such Security is held other than in global form) into shares of the Common Stock on any date (a “Conversion Agent. (b) In order to exercise the conversion privilege with respect to any Securities in certificated formDate”), the a Holder of any such Securities to be converted, in whole or in part, shall: must (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or a facsimile of the Conversion Notice conversion notice) specifying the Principal Amount of such Security such Holder seeks to convert and deliver such Conversion Notice, which shall be irrevocable, notice (the “Notice of Conversion”) to the a Conversion Agent; , (ii) surrender the Security to the a Conversion Agent; , (iii) furnish appropriate endorsements and transfer documents, if required; (iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and (v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee a Registrar or a Conversion Agent, Agent and (iv) pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant tax in accordance with Section 13.04, if required. Anything herein to Section 13.07 or otherwisethe contrary notwithstanding, in the case of Global Securities, a Notice of Conversion shall be delivered and such Securities shall be surrendered for conversion in accordance with the rules and procedures of the Depositary as in effect from time to time. (cb) As promptly The Company will, as soon as practicable after the later of (i) the a Conversion Date (Date, but in no event later than five Business three Trading Days after following the delivery of a Notice of Conversion (the “Share Delivery Date”) (i) provided the Conversion Date) Agent is participating in the Depositary’s Fast Automated Securities Transfer Program, issue and transfer such aggregate number of shares of Common Stock to which the applicable Holder shall be entitled to such Holder’s or its nominee’s or nominees’ balance account with the Depositary through its Deposit Withdrawal Agent Commission system, or (ii) if the date all Conversion Agent is not participating in the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03)Depositary’s Fast Automated Securities Transfer Program, subject to compliance with any restrictions on transfer if Common Shares issuable on conversion are issue, or cause to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted)issued, the Company shall issue and shall deliver to such Holder at the office of the Conversion AgentAgent or to such Holder, a check or cash and a certificate such Holder’s nominee or nominees, certificates for the number of full shares of Common Shares issuable in accordance with the provisions of this Article XIIIStock, if applicable. In case any Securities of a denomination greater than $1,000 any, to which such Holder shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver entitled. The Person or Persons entitled to the Holder of the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any receive such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or portion thereof), and the person in whose name any certificate or certificates for Common Shares shall be issuable Stock upon such conversion shall be deemed to have become on said date treated for all purposes as the Holder record holder or holders of record such Common Stock, as of the Common Shares represented therebyclose of business on the applicable Conversion Date; provided, however, that in case no surrender of any such surrender a Security on any date when the stock transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such Common Shares are to be issued closed shall be deemed effective to have become constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, but that such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. (d) Upon Conversion Date as if the conversion stock transfer books of an interest in Global Securities, the Trustee or the Co-Trustee (or any other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee and the Co-Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee or the Co-Trustee. (e) Unless the Company had not been closed. Upon conversion in full of a Security, such Person shall provide otherwiseno longer be a Holder of such Security. Except as otherwise provided in Section 13.06, each share certificate representing no payment or adjustment will be made for dividends or distributions on shares of Common Shares Stock issued upon conversion of a Security. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the Securities that contain Principal Amount being converted as of a Conversion Date to the Private Placement Legend or extent provided for in this Section 13.02(b). If the Canadian Private Placement Legend Conversion Date occurs between the close of business on the Record Date and the opening of business on the immediately following Interest Payment Date, the Company shall bear pay to the applicable legends Holder in substantially cash, on such Interest Payment Date, an amount equal to the form accrued and unpaid interest through the Conversion Date on the Principal Amount of Exhibit C heretoSecurities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder.