Common use of Conversion Procedures; Conversion Settlement Clause in Contracts

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debentures, a Holder must: (i) complete and manually sign a Conversion Notice (or a facsimile thereof), a form of which is on the back of the Series U Debenture and deliver such Conversion Notice to the Conversion Agent; (ii) surrender the Series U Debenture to the Conversion Agent; (iii) if required, furnish appropriate endorsement and transfer documents; (iv) if required, pay all transfer or similar taxes; and (v) if required, pay funds equal to the portion of interest payable on the next Interest Payment Date as described in Section 2(h) below. If a Holder holds a beneficial interest in a Global Series U Security, to convert such beneficial interest, such Holder must comply with requirements (iv) and (v) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depository for converting a beneficial interest in a Global Series U Security. The date on which the requirement set forth in the first sentence of this paragraph (in the case of a certificated Security) or the second sentence of this paragraph (in the case of a Global Series U Security or a beneficial interest therein) is fulfilled is referred to as the “Conversion Date.” A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day in the relevant Observation Period or (ii) if the Conversion Obligation is settled in accordance with Section 2(b)(ii), the Close of Business on the Election Deadline Day (as defined below). (b) Upon conversion of any Series U Debentures, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, then the full amount of accrued and unpaid interest, if any, payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, then the full amount of accrued and unpaid interest, if any, payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline Day.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: Noteholder must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if requiredrequired by Section 10.02(f), pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder Noteholder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder Noteholder must comply with the requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depository for converting a beneficial interest in a Global Series U SecurityApplicable Procedures. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02(a) (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02(a) (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” A Holder receiving shares The Conversion Agent shall, within one (1) Business Day of Common Stock upon conversion shall not be entitled any Conversion Date, provide notice to any rights the Company, as a holder set forth in Section 12.03, of Common Stock, including, among other things, the right to vote and receive dividends and notice occurrence of stockholder meetings, until (i) if the such Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day in the relevant Observation Period or (ii) if the Conversion Obligation is settled in accordance with Section 2(b)(ii), the Close of Business on the Election Deadline Day (as defined below)Date. (b) Upon Subject to Section 10.27, upon any conversion of any Series U DebenturesNote, the Company shall satisfy its obligation upon conversion (will deliver to converting Holders, in respect of each $1,000 principal amount of Notes being converted, a “Settlement Amount” equal to the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, number of (A) cash and shares of Common Stock (if any) equal to the sum of Applicable Conversion Rate (or, if applicable, the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, then the full equivalent amount of accrued and unpaid interest, if any, payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation Reference Property as determined in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k10.12), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, Cash in lieu of (A) fractional shares of Common Stock at as provided in Section 10.03 and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.27. Except as provided in Section 10.13, the Settlement Amount will be delivered by the Company on the third Business Day immediately following the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, then the full amount of accrued and unpaid interest, if any, payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline Day.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: Noteholder must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, or a facsimile thereof, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder Noteholder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder Noteholder must comply with the requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The date on which the requirement set forth in the first sentence of this paragraph Section 10.02(a) (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02(a) (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 12.03, of the occurrence of such Conversion Date. (b) The Company may satisfy the Conversion Obligation by delivering shares of Common Stock, Cash, or a combination thereof as set forth in this Section 10.02(b). The Company shall inform Noteholders through the Trustee of the method the Company chooses to satisfy the Conversion Obligation (and the Specified Cash Amount, if applicable, as described in the immediately succeeding paragraph) no later than the 25th Scheduled Trading Day prior to the Maturity Date (in respect of Notes converted during the period on or after the 24th Scheduled Trading Day immediately preceding the Maturity Date) and no later than two Trading Days following the applicable Conversion Date (in all other cases), as the case may be. Except to the extent the Company has irrevocably elected Net Share Settlement as described in Section 10.02(c), if the Company does not give notice within the time periods described in the immediately preceding sentence as to how it intends to settle any Conversion Obligation, the Company shall satisfy the Conversion Obligation by delivering solely shares of Common Stock (except for any Cash in lieu of fractional shares). If the Company chooses to satisfy any portion of the Conversion Obligation in Cash (except for any Cash in lieu of fractional shares), or if the Company has irrevocably elected Net Share Settlement as described in Section 10.02(c), the Company shall notify holders during the periods set forth in the immediately preceding paragraph of the amount to be satisfied in Cash as a fixed dollar amount per $1,000 principal amount of Notes (the “Specified Cash Amount”); provided that if the Company has previously irrevocably elected Net Share Settlement as described in Section 10.02(c), the Specified Cash Amount must be at least equal to $1,000. If, subsequent to the Company electing Net Share Settlement, the Company fails to timely notify converting Noteholders of the Specified Cash Amount, the Specified Cash Amount shall be deemed to be $1,000. The Company shall treat all Holders with the same Cash Settlement Averaging Period in the same manner. The Company shall not, however, have any obligation to settle any Conversion Obligations arising with respect to different Cash Settlement Averaging Periods in the same manner. If the Company elects to settle any conversion of Notes by delivering solely shares of Common Stock, such settlement shall occur as soon as practicable after the Company notifies Holders that it has chosen such method of settlement, but in any event within three Business Days of the relevant Conversion Date. Any settlement of a Conversion Obligation made entirely or partially in Cash (other than Cash in lieu of fractional shares) shall occur on the third Business Day immediately following the final Trading Day of the Cash Settlement Averaging Period. The amount of Cash and/or number of shares of Common Stock, as the case may be, due upon conversion of Notes shall be determined as follows: (1) If the Company elects to satisfy the entire Conversion Obligation by delivering Common Stock, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate in effect on the relevant Conversion Date (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 10.03). (2) If the Company elects to satisfy the entire Conversion Obligation by paying Cash, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes so converted, Cash in an amount equal to the Conversion Value. (3) If the Company elects to satisfy the Conversion Obligation by delivering or paying, as the case may be, a combination of Cash and Common Stock, or if the Company has irrevocably elected Net Share Settlement pursuant to Section 10.02(c), the Company shall deliver to the converting holder, for each $1,000 principal amount of Notes so converted (x) Cash in an amount equal to the lesser of (A) the Specified Cash Amount (which shall be at least $1,000 if the Company has made an irrevocable Net Share Settlement Election) and (B) the Conversion Value; and (y) if the Conversion Value is greater than the Specified Cash Amount, a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each of the twenty Trading Days in the Cash Settlement Averaging Period (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 10.03). (c) At any time on or prior to the 25th Scheduled Trading Day prior to the Maturity Date, the Company may irrevocably elect to satisfy the Conversion Obligation with respect to any Notes converted after the date of such election by delivering Cash up to the aggregate principal amount of Notes to be converted, and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of the Conversion Obligation. Such election (a “Net Share Settlement” election) shall be in the Company’s sole discretion and shall not require the consent of Noteholders. Upon making a Net Share Settlement election, the Company shall promptly (i) issue a press release and use its reasonable efforts to post such information on its website or otherwise publicly disclose this information or (ii) provide written notice to Noteholders by mailing such notice to Noteholders at their address in the Register (in the case of a Certificated Note), or through the facilities of the Depositary (in the case of a Global Note). (d) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until the Close of Business on the Conversion Date (i) if the Company delivers solely Common Stock in respect of the Conversion Obligation pursuant to clause (as defined below1) is settled in accordance with of Section 2(b)(i10.02(b), other than Cash in lieu of fractional shares delivered pursuant to Section 10.03) or the Close of Business on the last Trading Day of the Cash Settlement Averaging Period (if the Company delivers cash in the relevant Observation Period or (ii) if respect of any portion of the Conversion Obligation is settled in accordance with pursuant to clause (2) or clause (3) of Section 2(b)(ii10.02(b), other than Cash in lieu of any fractional shares delivered pursuant to Section 10.03, or if the Close of Business on the Election Deadline Day (as defined belowCompany has irrevocably elected Net Share Settlement). (be) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Series U DebenturesCash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Company shall satisfy its obligation Cash and/or shares of Common Stock, if any, received by the Noteholder upon conversion (conversion. Delivery to the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Noteholder of such Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and and/or shares of Common Stock shall thus be deemed to satisfy (if any1) equal the Company’s obligation to pay the sum principal amount of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) a Note, and (B2) cash in an amount equal the Company’s obligation to the pay any accrued and unpaid interest on the principal amount so Note. As a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited. (f) Notwithstanding Section 10.02(e), if Notes are converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or but prior to the next succeeding Interest Payment Date, Holders of such notes at the Close of Business on such Record Date will receive the interest payable on such Notes on the corresponding Interest Payment DateDate notwithstanding the conversion. Such Notes, then upon surrender for conversion, must be accompanied by Cash equal to the full amount of accrued and unpaid interest, if any, interest payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Notes so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), if the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion has specified a Repurchase Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) with respect to any notes converted after the full Record Date immediately preceding the Maturity Date or (3) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (g) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestCash, if any, payable on such Interest Payment Date including Cash in lieu of fractional shares, due upon conversion shall be paid determined based on the total principal amount of the Notes converted. (h) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures at Holder, a new Note in an authorized denomination equal in principal amount to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayNote surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder must comply with requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures Applicable Procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02 (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02 (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the consideration due in respect of conversion on the third Business Day immediately following the last Trading Day of the relevant Observation Period. (c) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day of the Observation Period. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest). Instead, accrued interest (including any Additional Interest) will be deemed paid by the relevant Observation Period or Cash and shares of Common Stock, if any, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock, if any, shall thus be deemed to satisfy (ii1) if the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Obligation Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is settled deemed paid in accordance with full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 2(b)(ii10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on the Election Deadline Day (as defined below). (b) Upon conversion of any Series U Debentures, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Regular Record Date and will receive the interest payable (including Additional Interest) on or prior to such Notes on the corresponding Interest Payment DateDate notwithstanding the conversion. Such Notes, then upon surrender for conversion, must be accompanied by Cash equal to the full amount of accrued and unpaid interest, if any, interest (including any Additional Interest) payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Notes so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), if the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion has specified a Redemption Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Regular Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) if the full Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding February 15, 2020 or February 15, 2023, or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (f) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestCash delivered in lieu of fractional shares, if any, payable on such Interest Payment Date due upon conversion shall be paid determined based on the total principal amount of the Notes converted. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures at Holder, a new Note in an authorized denomination equal in principal amount to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayNote surrendered.

Conversion Procedures; Conversion Settlement. (a1) To convert its Series U Debentures, a Convertible Security (other than a Convertible Security that is a Global Security) a Holder must: must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture applicable Convertible Security, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder holds a beneficial interest in a Global Series U Security, to convert such beneficial interest, such Holder must comply with the requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 18.03 (in the case of a certificated Convertible Security that is not a Global Security) or the second sentence of this paragraph Section 18.03 (in the case of a Global Series U Security or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” ”. The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide written notice to the Corporation of the occurrence of such Conversion Date. Delivery of shares of Common Stock upon conversion of Convertible Securities shall occur as soon as practicable after the Conversion Date, but in any event within five Business Days of the relevant Conversion Date. A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day Conversion Date. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in the relevant Observation Period or (ii) if the Conversion Obligation is settled in accordance with Section 2(b)(ii), the Close of Business on the Election Deadline Day (as defined below). (b) this Article Eighteen. Upon conversion of a Convertible Security, a Holder will not receive, except as described below, any Series U Debenturescash payment representing accrued interest (including any additional interest, if applicable). Instead, accrued interest (including any additional interest, if applicable) will be deemed paid by the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal received by the Holder upon conversion. Delivery to the sum Holder of such shares of Common Stock shall thus be deemed to satisfy (1) the Daily Settlement Amounts (as defined below) for each Corporation’s obligation to pay the principal amount of the 40 Trading Days during the relevant Observation Period (as defined below) a Convertible Security, and (B2) cash in an amount equal the Corporation’s obligation to the pay any accrued and unpaid interest (including any additional interest, if applicable) on the principal amount so Convertible Security. As a result, upon conversion of a Convertible Security, accrued and unpaid interest (including any additional interest) on such Convertible Security is deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding Section 18.02, if Convertible Securities are converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Regular Record Date and on or but prior to the next succeeding Interest Payment Date, Holders of such Convertible Securities at the close of business on such Regular Record Date will receive the interest (including any additional interest, if applicable) payable on such Convertible Securities on the corresponding Interest Payment DateDate notwithstanding the conversion. Such Convertible Securities, then upon surrender for conversion, must be accompanied by cash equal to the full amount of accrued and unpaid interest (including any additional interest, if any, applicable) payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Convertible Securities so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify if the Corporation has specified a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Redemption Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Regular Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) if the full Corporation has specified a repurchase date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Convertible Securities converted after the Regular Record Date immediately preceding the Maturity Date or (4) to the extent of any defaulted interest that exists at the time of conversion with respect to such Convertible Security. If a Holder converts more than one Convertible Security at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestcash delivered in lieu of fractional shares, if any, payable on such Interest Payment Date due upon conversion shall be paid determined based on the total principal amount of the Convertible Securities converted. Upon surrender of a Convertible Security (other than a Convertible Security that is a Global Security) that is converted in part, the Corporation shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures at Holder, a new Convertible Security in an authorized denomination equal in principal amount to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayConvertible Security surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder must comply with requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures Applicable Procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02(a) (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02(a) (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.02, of the occurrence of such Conversion Date. (b) Delivery of shares of Common Stock upon conversion of Notes shall occur as soon as practicable after the last Trading Day of the relevant Observation Period, but in any event within five Business Days after the last Trading Day of the relevant Observation Period. (c) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day of the Observation Period. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest), other than the relevant Observation Period or Make-Whole Premium pursuant to Section 11.01. Instead, accrued interest (iiincluding any Additional Interest) will be deemed paid by the Cash and shares of Common Stock, if any, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock, if any, shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Obligation Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is settled deemed paid in accordance with full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 2(b)(ii10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on the Election Deadline Day (as defined below). (b) Upon conversion of any Series U Debentures, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Regular Record Date and will receive the interest payable (including Additional Interest) on or prior to such Notes on the corresponding Interest Payment DateDate notwithstanding the conversion. Such Notes, then upon surrender for conversion, must be accompanied by Cash equal to the full amount of accrued and unpaid interest, if any, interest (including any Additional Interest) payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Notes so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), if the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion has specified a Redemption Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Regular Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) if the full Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding August 1, 2018 or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (f) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestCash delivered in lieu of fractional shares, if any, payable on such Interest Payment Date due upon conversion shall be paid determined based on the total principal amount of the Notes converted. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures at Holder, a new Note in an authorized denomination equal in principal amount to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayNote surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: Noteholder must (i) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii) surrender the Series U Debenture Note to the Conversion Agent; , (iii) if required, furnish appropriate endorsement and transfer documents; , (iv) if required, pay all transfer or similar taxes; taxes required by Section 10.04 and (v) if requiredrequired by Section 10.02(g), pay funds cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder Noteholder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder Noteholder must comply with the requirements set forth in clauses (iv) and (v) as set forth in of the immediately preceding sentence and comply with the applicable procedures of the Depository for converting a beneficial interest in a Global Series U SecurityApplicable Procedures. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02(a) (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02(a) (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” A Holder receiving shares The Conversion Agent shall, within one Business Day of Common Stock upon conversion shall not be entitled any Conversion Date, provide notice to any rights the Company, as a holder set forth in Section 12.03, of Common Stock, including, among other things, the right to vote and receive dividends and notice occurrence of stockholder meetings, until (i) if the such Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day in the relevant Observation Period or (ii) if the Conversion Obligation is settled in accordance with Section 2(b)(ii), the Close of Business on the Election Deadline Day (as defined below)Date. (b) Upon conversion of any Series U DebenturesExcept to the extent otherwise provided in Section 10.12, Section 10.27 or Section 10.28 hereof, if a Holder converts Notes, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall will satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment paying or deliverydelivering, as applicablethe case may be, cash (a “Cash Settlement”), shares of Common Stock, together with cash in lieu of any fractional share of Common Stock (A) a “Physical Settlement”), or a combination of cash and shares of Common Stock, together with cash in lieu of any fractional share of Common Stock (if anya “Combination Settlement,” and each of Cash Settlement, Physical Settlement and Combination Settlement, a “Settlement Method”), based on the Settlement Method (which shall be selected by the Company in the Company’s sole discretion) equal that applies to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, then the full amount of accrued and unpaid interest, if any, payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) Notes and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation Rate in accordance with this subclause (i) shall occur effect on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, then the full amount of accrued and unpaid interest, if any, payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts as determined under Section 10.02(e) below), in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline Day.each case, as follows:

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder must comply with requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures Applicable Procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02 (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02 (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. (c) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day in of the relevant Observation Period or (ii) if the Company delivers Cash in respect of any portion of the Conversion Obligation is settled Obligation, other than solely Cash in accordance lieu of any fractional shares, or if the Company has made a Net Share Settlement Election). (d) No payment or adjustment will be made for dividends on, or other distributions with Section 2(b)(iirespect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest), other than the Make-Whole Premium pursuant to Section 11.01. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, shares of Common Stock or combination thereof, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on the Election Deadline Day (as defined below). (b) Upon conversion of any Series U Debentures, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Regular Record Date and will receive the interest payable (including Additional Interest) on or prior to such Notes on the corresponding Interest Payment DateDate notwithstanding the conversion. Such Notes, then upon surrender for conversion, must be accompanied by Cash equal to the full amount of accrued and unpaid interest, if any, interest (including any Additional Interest) payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Notes so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), if the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion has specified a Redemption Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Regular Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) if the full Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding May 1, 2021 or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (f) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestCash delivered in lieu of fractional shares, if any, payable on such Interest Payment Date due upon conversion shall be paid determined based on the total principal amount of the Notes converted. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures at Holder, a new Note in an authorized denomination equal in principal amount to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayNote surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder must comply with requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures Applicable Procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02 (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02 (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. (c) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day in of the relevant Observation Period or (ii) if the Company delivers Cash in respect of any portion of the Conversion Obligation is settled Obligation, other than solely Cash in accordance lieu of any fractional shares, or if the Company has made a Net Share Settlement Election). (d) No payment or adjustment will be made for dividends on, or other distributions with Section 2(b)(iirespect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest), other than the Make-Whole Premium pursuant to Section 11.01. Instead, accrued interest (including any Additional Interest) will be deemed paid by the Cash, shares of Common Stock or a combination thereof, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on the Election Deadline Day (as defined below). (b) Upon conversion of any Series U Debentures, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Regular Record Date and will receive the interest payable (including Additional Interest) on or prior to such Notes on the corresponding Interest Payment DateDate notwithstanding the conversion. Such Notes, then upon surrender for conversion, must be accompanied by Cash equal to the full amount of accrued and unpaid interest, if any, interest (including any Additional Interest) payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Notes so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), if the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion has specified a Redemption Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Regular Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) if the full Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding May 1, 2019 or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (f) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestCash delivered in lieu of fractional shares, if any, payable on such Interest Payment Date due upon conversion shall be paid determined based on the total principal amount of the Notes converted. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures at Holder, a new Note in an authorized denomination equal in principal amount to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayNote surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder must comply with requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures Applicable Procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02 (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02 (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.02, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the consideration due in respect of conversion on the third Business Day immediately following the last Trading Day of the relevant Observation Period. (c) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day of the Observation Period. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest). Instead, accrued interest (including any Additional Interest) will be deemed paid by the relevant Observation Period or Cash and shares of Common Stock, if any, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock, if any, shall thus be deemed to satisfy (ii1) if the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Obligation Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is settled deemed paid in accordance with full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 2(b)(ii10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on the Election Deadline Day (as defined below). (b) Upon conversion of any Series U Debentures, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Regular Record Date and will receive the interest payable (including Additional Interest) on or prior to such Notes on the corresponding Interest Payment DateDate notwithstanding the conversion. Such Notes, then upon surrender for conversion, must be accompanied by Cash equal to the full amount of accrued and unpaid interest, if any, interest (including any Additional Interest) payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Notes so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), if the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion has specified a Redemption Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Regular Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) if the full Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding February 15, 2018 or February 15, 2023, or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (f) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestCash delivered in lieu of fractional shares, if any, payable on such Interest Payment Date due upon conversion shall be paid determined based on the total principal amount of the Notes converted. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures at Holder, a new Note in an authorized denomination equal in principal amount to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayNote surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: Noteholder must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a in the form of which is set forth on the back of the Series U Debenture and Note as Attachment 1, or a facsimile of the Conversion Notice, (2) deliver such the completed Conversion Notice or a facsimile and the Note to the Conversion Agent; Agent the Company (ii) surrender the Series U Debenture with a copy to the Conversion Agent; Company’s legal counsel) and the transfer agent at Registrar and Transfer Company, 00 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000-0000, telephone 000.000.0000, facsimile 908.497.2310, Attention: Xxxxx Xxxxx, Vice President (iii3) if required, furnish appropriate endorsement endorsements and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and related expenses in accordance with Section 10.04 and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described for such Note in accordance with Section 2(h) below10.02(e). If a Holder Noteholder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder Noteholder must comply with requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures Applicable Procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The date first Business Day on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02(a) (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02(a) (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” A Holder receiving The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 12.02, of the occurrence of such Conversion Date. Upon delivery by a Noteholder to the Conversion Agent of the Conversion Notice and the Note or, in the case of a Global Note, compliance with the procedures set forth above, such Noteholder’s election to convert shall be irrevocable. (b) Delivery of shares of Common Stock upon conversion of Notes shall occur on the third Business Day immediately following the relevant Conversion Date. (c) A Noteholder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day Conversion Date. (d) No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest). Instead, accrued interest (including any Additional Interest) will be deemed paid by the relevant Observation Period shares of Common Stock received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note to, but not including, the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note is deemed paid in full rather than cancelled, extinguished or forfeited. (iie) Notwithstanding Section 10.02(d), if Notes are converted after the Close of Business on a Regular Record Date but prior to the Open of Business on the immediately following Interest Payment Date, Holders of such Notes at the Close of Business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion during the period from Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by Cash equal to the amount of interest payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Conversion Obligation Company has specified a Repurchase Date that is settled in accordance after a record date but on or before the next succeeding Interest Payment Date, (2) to the extent of any Defaulted Interest that exists at the time of conversion with Section 2(b)(ii), respect to such Note or (3) with respect to any Notes converted after the record date immediately preceding the Maturity Date and before the Close of Business on the Election Deadline Business Day (as defined below)immediately preceding the Maturity Date. (bf) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash delivered in lieu of fractional shares, if any, due upon conversion shall be determined based on the total principal amount of the Notes converted. (g) Upon conversion surrender of any Series U Debenturesa Note that is converted in part, the Company shall satisfy its obligation upon conversion (execute, and the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company Trustee shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash authenticate and shares of Common Stock (if any) equal deliver to the sum Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, then the full amount of accrued and unpaid interest, if any, payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation PeriodNote surrendered. (ii) If the Company (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, then the full amount of accrued and unpaid interest, if any, payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline Day.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder must comply with requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures Applicable Procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02(a) (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02(a) (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.02, of the occurrence of such Conversion Date. (b) Delivery of shares of Common Stock upon conversion of Notes shall occur as soon as practicable after the last Trading Day of the relevant Observation Period, but in any event within five Business Days after the last Trading Day of the relevant Observation Period. (c) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day of the Observation Period. (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Cash payment representing accrued interest (including any Additional Interest), other than the relevant Observation Period or Make-Whole Premium pursuant to Section 11.01. Instead, accrued interest (iiincluding any Additional Interest) will be deemed paid by the Cash and shares of Common Stock, if any, received by the Holder upon conversion. Delivery to the Holder of such Cash and shares of Common Stock, if any, shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest (including any Additional Interest) on the Note from the last Interest Payment Date to the Conversion Obligation Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is settled deemed paid in accordance with full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 2(b)(ii10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Notes at the Close of Business on the Election Deadline Day (as defined below). (b) Upon conversion of any Series U Debentures, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls after a Regular Record Date and will receive the interest payable (including Additional Interest) on or prior to such Notes on the corresponding Interest Payment DateDate notwithstanding the conversion. Such Notes, then upon surrender for conversion, must be accompanied by Cash equal to the full amount of accrued and unpaid interest, if any, interest (including any Additional Interest) payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Notes so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), if the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion has specified a Redemption Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Regular Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) if the full Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding August 1, 2020 or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (f) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestCash delivered in lieu of fractional shares, if any, payable on such Interest Payment Date due upon conversion shall be paid determined based on the total principal amount of the Notes converted. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures at Holder, a new Note in an authorized denomination equal in principal amount to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayNote surrendered.

Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debenturesa Note that is represented by a Certificated Note, a Holder must: must (i1) complete and manually sign a Conversion Notice (or a facsimile thereof)Notice, a form of which is on the back of the Series U Debenture Note, and deliver such Conversion Notice to the Conversion Agent; , (ii2) surrender the Series U Debenture Note to the Conversion Agent; , (iii3) if required, furnish appropriate endorsement and transfer documents; , (iv4) if required, pay all transfer or similar taxes; taxes and (v5) if required, pay funds Cash equal to the portion amount of interest payable due on the next Interest Payment Date as described in Section 2(h) belowfor such Note. If a Holder holds a beneficial interest in a Global Series U SecurityNote, to convert such beneficial interest, such Holder must comply with requirements (iv4) and (v5) as set forth in the immediately preceding sentence and comply with the applicable procedures Applicable Procedures of the Depository Depositary for converting a beneficial interest in a Global Series U SecurityNote. The first date on which all of the requirement requirements set forth in the first sentence of this paragraph Section 10.02 (in the case of a certificated SecurityCertificated Note) or the second sentence of this paragraph Section 10.02 (in the case of a Global Series U Security Note or a beneficial interest therein) is fulfilled have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.03, of the occurrence of such Conversion Date. (b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. (c) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice notices of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day in of the relevant Observation Period or (ii) if the Company delivers Cash in respect of any portion of the Conversion Obligation is settled Obligation, other than solely Cash in accordance with Section 2(b)(ii)lieu of any fractional shares, or if the Close of Business on the Election Deadline Day (as defined belowCompany has made a Net Share Settlement Election). (bd) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Holder will not receive, except as described below, any Series U DebenturesCash payment representing accrued interest (including any Additional Interest). Instead, accrued interest (including any Additional Interest) will be deemed paid by the Company shall satisfy its obligation Cash, shares of Common Stock or a combination thereof, received by the Holder upon conversion (conversion. Delivery to the “Conversion Obligation”) as follows: (i) If the Company either (1) specifies a Holder of such Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock shall thus be deemed to satisfy (if any1) equal the Company’s obligation to pay the sum Accreted Principal Amount of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant Observation Period (as defined below) a Note, and (B2) cash in an amount equal the Company’s obligation to the pay any accrued and unpaid interest (including any Additional Interest) on the principal amount so converted Note from the last Interest Payment Date to the Conversion Date. As a result, upon conversion of a Note, accrued and unpaid interest (including any Additional Interest) on such Note to, but not including, the Conversion Date is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 10.02(d), if Notes are converted in connection with a redemption pursuant to Section 11.01 that occurs prior to November 20, 2018, a Holder will receive, in addition to the amount of Cash and number of shares of Common Stock, if any, due upon conversion, a Cash payment representing accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date; provided, however, provided that no such payment shall be required to be made if such Conversion Date falls conversion occurs after a Regular Record Date and on or prior to the corresponding next succeeding Interest Payment Date and such accrued and unpaid interest is paid in accordance with Section 10.02(f) below. (f) Notwithstanding Section 10.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, then Holders of such Notes at the full Close of Business on such Regular Record Date will receive the interest payable (including Additional Interest) on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of accrued and unpaid interest, if any, interest (including any Additional Interest) payable on such Interest Payment Date shall be paid to the Holders of record of such Series U Debentures at the Close of Business on the corresponding Record Date (which may or may not Notes so converted; provided that no such payment need be the same person to whom the Company will pay or deliver amounts in satisfaction of the Conversion Obligation) and the Conversion Obligation shall consist only of the payment or delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (i) shall occur on the third Trading Day immediately succeeding the last Trading Day of the relevant Observation Period. (ii) If the Company made (1) does not specify a Cash Percentage within the time periods provided in Section 2(c) in connection with such conversion and (2) has not previously made an election under Section 2(k), if the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion has specified a Redemption Date by payment or delivery, as applicable, of (A) shares of Common Stock at the applicable Conversion Rate and (B) cash in an amount equal to the accrued and unpaid interest on the principal amount so converted to but not including the Conversion Date; provided, however, that if such Conversion Date falls is after a Regular Record Date and but on or prior to the corresponding next succeeding Interest Payment Date, then (2) if the full Company has specified a Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (3) with respect to any Notes converted after the Regular Record Date immediately preceding November 15, 2018, or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (g) If a Holder converts more than one Note at the same time, the number of shares of Common Stock and the amount of accrued and unpaid interestCash delivered in lieu of fractional shares, if any, payable on such Interest Payment Date due upon conversion shall be paid determined based on the total Principal Amount at Maturity of the Notes converted. (h) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holders of record of such Series U Debentures Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity to the Close of Business on the corresponding Record Date (which may or may not be the same person to whom the Company will pay or deliver amounts in satisfaction unconverted portion of the Conversion Obligation) and the Conversion Obligation shall consist only of the delivery of the amounts required pursuant to subclause (A) of this sentence. Settlement of the Conversion Obligation in accordance with this subclause (ii) shall occur on the third Trading Day immediately succeeding the Election Deadline DayNote surrendered.