Common use of Date and Denomination of Debentures; Payments of Interest Clause in Contracts

Date and Denomination of Debentures; Payments of Interest. The Debentures are issuable in fully registered form, without coupons, in denominations equal to integral multiples of $1,000. Every Debenture shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the form of Debenture attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis of a 360-day year comprised of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. In the case of any Debenture (or portion thereof) that is converted into Common Stock during the period from (but excluding) a Record Date to (but excluding) the next succeeding Interest Payment Date, such Debenture (or portion thereof) that is submitted for conversion during such period shall be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted, as provided in the penultimate paragraph of Section 16.02 hereof; provided that no such funds must be delivered with respect to a Debenture (or portion thereof) called for redemption on a Redemption Date occurring after such Record Date and before such Interest Payment Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee and may, as the Company shall specify to the paying agent in writing by each Record Date, be paid either (i) by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (provided that the holder of Debentures with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such holder, be paid by wire transfer in immediately available funds) or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Debenture Register, provided that proper transfer instructions have been received by the relevant Record Date;

Date and Denomination of Debentures; Payments of Interest. The Debentures are shall be issuable in fully registered form, form without coupons, coupons in denominations equal to of $1,000 principal amount and integral multiples of $1,000thereof. Every Each Debenture shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the form of Debenture attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis of a 360-day year comprised consisting of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register at the close of business 5:00 p.m., New York City time, on any Record Date with respect to any Interest Payment Date interest payment date shall be entitled to receive the interest payable on such Interest Payment Dateinterest payment date. In Notwithstanding the case of foregoing, any Debenture (or portion thereof) that is converted into Common Stock thereof surrendered for exchange during the period from (but excluding) a 5:00 p.m., New York City time, on the Record Date for any interest payment date to (but excluding) 5:00 p.m., New York City time, on the next succeeding Interest Payment Date, such Debenture (or portion thereof) that is submitted for conversion during such period shall applicable interest payment date must be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such succeeding Interest Payment Date interest payment date on the principal amount so convertedbeing exchanged; provided, as provided in the penultimate paragraph of Section 16.02 hereof; provided however, that no such funds must payment need be delivered made (1) if a Holder exchanges its Debentures in connection with a redemption and the Issuer has specified a Redemption Date that is after a Record Date and on or prior to the related interest payment date, (2) if a Holder exchanges its Debentures in connection with a Designated Event and the Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the related interest payment date, (3) in respect of exchanges that occur after the Record Date immediately preceding the Maturity Date or (4) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to a Debenture (or portion thereof) called for redemption on a Redemption Date occurring after such Record Date and before such Interest Payment DateDebenture. Interest shall be payable at the office or agency of the Company Issuer maintained by the Company Issuer for such purposes in the Borough of Manhattan, City of New YorkMinneapolis, which shall initially be an office or agency of the Trustee and may, as the Company Trustee. The Issuer shall specify to the paying agent in writing by each Record Date, be paid either pay interest (i) on any Debentures in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (provided Register; provided, however, that a Holder of any Debentures in certificated form in the holder of Debentures with an aggregate principal amount in excess of more than $2,000,000 shall, at 2.0 million may specify by written notice to the written election of such holder, be paid Issuer that it pay interest by wire transfer in of immediately available funds) funds to the account specified by the Debentureholder in such notice, or (ii) on any Global Debenture by wire transfer of immediately available funds to an the account maintained by the Person entitled thereto as specified in the Debenture Register, provided that proper transfer instructions have been received by the relevant Record Date;of

Date and Denomination of Debentures; Payments of Interest. The Debentures are shall be issuable in fully registered form, form without coupons, coupons in denominations equal to of $1,000 principal amount and integral multiples of $1,000thereof. Every Debenture shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the form of Debenture attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis of calculated using a 360-day year comprised consisting of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register register at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date, except (i) that the interest payable upon redemption (unless the Redemption Date is an Interest Payment Date) will be payable to the Person to whom principal is payable and (ii) as set forth in the next succeeding sentence. In the case of any Debenture (or portion thereof) that is converted into Common Stock during the period from (but excluding) a Record Date to (but excluding) the next succeeding Interest Payment Date, and such Debenture (or portion thereof) has not been called for redemption on a Redemption Date that occurs during such period and is not to be redeemed in connection with a Fundamental Change on a Fundamental Change Repurchase Date that occurs during such period, such Debenture (or portion thereof) that is submitted for conversion during such period shall be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted, as provided in the penultimate paragraph sentence of Section 16.02 15.02(c) hereof. The preceding sentence shall not apply to; provided (i) Debentures that no such funds must be delivered with respect to a Debenture (or portion thereof) are surrendered for conversion after being called for redemption on a Redemption Date occurring after such Record Date and before such Interest Payment Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be redemption with a Redemption Date that is after a Record Date for an office or agency of the Trustee and may, as the Company shall specify Interest Payment Date but prior to the paying agent in writing by each Record corresponding Interest Payment Date, be paid either (i) by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (provided that the holder of Debentures with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such holder, be paid by wire transfer in immediately available funds) or (ii) by wire transfer to an account maintained Debentures that are surrendered for conversion after being called by the Person entitled thereto as specified Company for redemption in connection with a Fundamental Change with a Fundamental Change Repurchase Date that is after a Record Date for an Interest Payment Date but prior to the Debenture Register, provided that proper transfer instructions have been received by corresponding Interest Payment Date or (iii) Debentures surrendered for conversion between the relevant Record Date;record date for the final Interest Payment Date and the opening of

Date and Denomination of Debentures; Payments of Interest. The Debentures are shall be issuable in fully registered form, form without coupons, interest coupons in denominations equal to of $1,000 Original Principal Amount and integral multiples of $1,000thereof. Every Each Debenture shall be dated the date of its authentication and shall bear interest Interest from the applicable date in each case as specified on the face of the form of Debenture attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis of a 360-day year comprised of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register at the close of business on any the Regular Record Date with respect to any an Interest Payment Date (whether or not such day is a Business Day) shall be entitled to receive the interest Interest payable on such Interest Payment Date. In , except that the Interest payable upon redemption or repurchase will be payable to the Person to whom the Accreted Principal Amount is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Debenture (or portion thereof) that is converted into Common Stock, cash or a combination of cash and Common Stock during the period from (after a Regular Record Date to, but excluding) a Record Date to (but excluding) , the next succeeding Interest Payment Date, Date and such Debenture (or portion thereof) that is submitted for conversion during such period shall be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted, as provided in the penultimate paragraph of Section 16.02 hereof; provided that no such funds must be delivered with respect to a Debenture (has been called or portion thereof) called tendered for redemption on a Redemption Date occurring after which occurs during such Record Date and before period, the Company shall not be required to pay interest on such Interest Payment DateDate in respect of any such Debenture (or portion thereof), except as provided in Section 15.02. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New Yorkpurposes, which shall initially be an office or agency of the Trustee and may, as the Trustee. The Company shall specify to the paying agent in writing by each Record Date, be paid either pay Interest (i) on any Debentures in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (provided that the holder of Debentures with an aggregate principal amount in excess of $2,000,000 shallor upon written notice, at the written election of such holder, be paid by wire transfer in immediately available funds, if such Person is entitled to Interest on Debentures with an aggregate Original Principal Amount in excess of $2,000,000) or (ii) on any Global Debenture by wire transfer of immediately available funds to the account of the Depositary or its nominee. Any Interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any June 15 or December 15 (herein called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Debentureholder on the relevant Regular Record Date by virtue of its having been such Debentureholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a "SPECIAL RECORD DATE" for the payment of such Defaulted Interest, which shall be the date fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment (which shall be not less than twenty-five (25) days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an account maintained earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment, and not less than ten (10) days after the receipt by the Person entitled thereto Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder at his address as specified it appears in the Debenture Register, provided that proper transfer instructions have not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been received so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2) of this Section 2.03. (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the relevant Record Date;Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Date and Denomination of Debentures; Payments of Interest. The Debentures are shall be issuable in fully registered form, form without coupons, coupons in minimum denominations equal to of $1,000 principal amount and integral multiples of $1,000in excess thereof. Every Debenture shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the form of Debenture attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis of calculated using a 360-day year comprised consisting of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register register at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date; provided, however, that (i) if a Redemption Date occurs after a Record Date for the payment of interest, but on or prior to the corresponding Interest Payment Date, the Company shall make the interest payment due on such Interest Payment Date to the record holder of the Debenture to be redeemed on the applicable Redemption Date (as part of the redemption price) and not to the record holder of such Debenture on the relevant Record Date (if other than the holder of such Debenture on the applicable Redemption Date) and (ii) if a Fundamental Change Repurchase Date occurs after a Record Date for the payment of interest, but on or prior to the corresponding Interest Payment Date, and a Debentureholder surrenders a Debenture for repurchase on such Fundamental Change Repurchase Date, the Company shall make the interest payment due on such Interest Payment Date to the record holder of the Debenture to be repurchased on such Fundamental Change Repurchase Date (as part of the Fundamental Change Repurchase Price) and not to the record holder of such Debenture on the relevant Record Date (if other than the holder of such Debenture on the applicable Fundamental Change Repurchase Date). In the case of any If a Debentureholder converts a Debenture (or portion thereof) that is converted into Common Stock during the period from (but excluding) a Record Date to (but excluding) the next succeeding Interest Payment Date, the converting Debentureholder must accompany such Debenture (or portion thereof) that is submitted for conversion during such period shall be accompanied by with funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted, as provided in except that the penultimate paragraph of Section 16.02 hereof; provided that no converting Debentureholder need not pay such funds must be delivered with respect to any conversion (i) of a Debenture (or portion thereof) that the Company has called for redemption on a Redemption Date occurring that occurs after such Record Date and before but on or prior to the Business Day immediately following such Interest Payment Date. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee and may, as the Company shall specify to the paying agent in writing by each Record Date, be paid either (i) by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (provided that the holder of Debentures with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such holder, be paid by wire transfer in immediately available funds) or (ii) by wire transfer in connection with a Fundamental Change for which the Company has specified a Fundamental Change Repurchase Date that is after such Record Date but on or prior to an account maintained by the Person entitled thereto as specified in Business Day immediately following such Interest Payment Date or (iii) on or after the Debenture Register, provided that proper transfer instructions have been received by last Record Date immediately preceding the relevant Record Final Maturity Date;.

Date and Denomination of Debentures; Payments of Interest. The Debentures are shall be issuable in fully registered form, form without coupons, coupons in denominations equal to of $1,000 principal amount and integral multiples of $1,000thereof. Every Each Debenture shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the form of Debenture attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis of a 360-day year comprised of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register at the close of business on any Record Date record date with respect to any Interest Payment Date interest payment date shall be entitled to receive the interest payable on such Interest Payment interest payment date, except that the interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the redemption date or the Repurchase Date. In , as the case may be, is an interest payment date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the applicable record date). Notwithstanding the foregoing, if any Debenture (or portion thereof) that is converted into Common Stock during the period from (after a record date for the payment of interest to, but excluding) a Record Date to (but excluding) , the next succeeding Interest Payment Date, interest payment date and such Debenture (or portion thereof) that is submitted has been called or tendered for conversion redemption on a redemption date which occurs during such period period, the Company shall not be accompanied by funds equal required to the pay interest payable on such succeeding Interest Payment Date on the principal amount so converted, as provided interest payment date in the penultimate paragraph respect of Section 16.02 hereof; provided that no any such funds must be delivered with respect to a Debenture (or portion thereof) called for redemption on a Redemption Date occurring after such Record Date and before such Interest Payment Date). Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee and may, as the Trustee. The Company shall specify to the paying agent in writing by each Record Date, be paid either pay interest (i) on any Debentures in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (provided that the holder of Debentures with an aggregate principal amount in excess of $2,000,000 shallor upon written notice, at the written election of such holder, be paid by wire transfer in immediately available funds) or (ii) by wire transfer , if such Person is entitled to an account maintained by the Person entitled thereto as specified in the Debenture Register, provided that proper transfer instructions have been received by the relevant Record Date;interest on aggregate principal in

Date and Denomination of Debentures; Payments of Interest. The Debentures are shall be issuable in fully registered form, form without coupons, interest coupons in denominations equal to of $1,000 principal amount and integral multiples of $1,000thereof. Every Each Debenture shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the form of Debenture attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis of a 360-day year comprised of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register at the close of business on any the Regular Record Date with respect to any an Interest Payment Date shall be entitled to receive the interest Interest payable on such Interest Payment Date. In , except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Debenture (or portion thereof) that is converted into Common Stock during the period from (after a Regular Record Date to, but excluding) a Record Date to (but excluding) , the next succeeding Interest Payment Date, Date and such Debenture (or portion thereof) that is submitted for conversion during such period shall be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted, as provided in the penultimate paragraph of Section 16.02 hereof; provided that no such funds must be delivered with respect to a Debenture (has been called or portion thereof) called tendered for redemption on a Redemption Date occurring after which occurs during such Record Date and before period, the Company shall not be required to pay interest on such Interest Payment DateDate in respect of any such Debenture (or portion thereof), except as provided in Section 15.02. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, The City of New York, which shall initially be an office or agency of the Trustee and may, as the Trustee. The Company shall specify to the paying agent in writing by each Record Date, be paid either pay Interest (i) on any Debentures in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (provided that the holder of or upon written notice, by wire transfer in immediately available funds, if such Person is entitled to Interest on Debentures with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such holder, be paid by wire transfer in immediately available funds2,000,000) or (ii) on any Global Debenture by wire transfer of immediately available funds to the account of the Depositary or its nominee. Any Interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any May 15 or November 15 (herein called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Debentureholder on the relevant Regular Record Date by virtue of his having been such Debentureholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a "SPECIAL RECORD DATE" for the payment of such Defaulted Interest, which shall be the date fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment (which shall be not less than twenty-five (25) days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an account maintained earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment, and not less than ten (10) days after the receipt by the Person entitled thereto Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder at his address as specified it appears in the Debenture Register, provided that proper transfer instructions have not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been received so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2) of this Section 2.03. (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the relevant Record Date;Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Date and Denomination of Debentures; Payments of Interest. The Debentures are shall be issuable in fully registered form, form without coupons, interest coupons in denominations equal to of $1,000 principal amount and integral multiples of $1,000thereof. Every Each Debenture shall be dated the date of its authentication and shall bear interest from the applicable date in each case as specified on the face of the form of Debenture attached as Exhibit A hereto. Interest on the Debentures shall be computed on the basis of a 360-day year comprised of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register at the close of business on any the Regular Record Date with respect to any an Interest Payment Date shall be entitled to receive the interest Interest payable on such Interest Payment Date. In , except that the Interest payable upon redemption or repurchase will be payable to the Person to whom principal is payable pursuant to such redemption or repurchase (unless the Redemption Date or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Debentures registered as such on the applicable Regular Record Date). Notwithstanding the foregoing, if any Debenture (or portion thereof) that is converted into Common Stock during the period from (after a Regular Record Date to, but excluding) a Record Date to (but excluding) , the next succeeding Interest Payment Date, Date and such Debenture (or portion thereof) that is submitted for conversion during such period shall be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted, as provided in the penultimate paragraph of Section 16.02 hereof; provided that no such funds must be delivered with respect to a Debenture (has been called or portion thereof) called tendered for redemption on a Redemption Date occurring after which occurs during such Record Date and before period, the Company shall not be required to pay interest on such Interest Payment DateDate in respect of any such Debenture (or portion thereof), except as provided in Section 15.02. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be an office or agency of the Trustee and may, as the The Company shall specify to the paying agent in writing by each Record Date, be paid either pay Interest (i) on any Debentures in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Debenture Register (provided that the holder of or upon written notice, by wire transfer in immediately available funds, if such Person is entitled to Interest on Debentures with an aggregate principal amount in excess of $2,000,000 shall, at the written election of such holder, be paid by wire transfer in immediately available funds2,000,000) or (ii) on any Global Debenture by wire transfer of immediately available funds to the account of the Depositary or its nominee. Any Interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any April 15 or October 15 (herein called "Defaulted Interest") shall forthwith cease to be payable to the Debentureholder on the relevant Regular Record Date by virtue of his having been such Debentureholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a "Special Record Date" for the payment of such Defaulted Interest, which shall be the date fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an account maintained earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Person entitled thereto Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each holder at his address as specified it appears in the Debenture Register, provided that proper transfer instructions have not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been received so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2) of this Section 2.03. (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the relevant Record Date;Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Date and Denomination of Debentures; Payments of Interest. (a) The Debentures are issuable shall be represented by one or more Global Debentures in fully registered formform (and in limited circumstances, by Debentures in definitive, certificated form as described in Section 2.07 below) without coupons, interest coupons in minimum denominations equal to of $1,000 Original Principal Amount and integral multiples of $1,000. Every 1,000 in excess thereof. (b) Each Debenture shall be dated the date of its authentication and shall bear interest from and including November 26, 2019, or from and including the applicable date in most recent Interest Payment Date to which interest has been paid or provided for, payable quarterly on March 1, June 1, September 1 and December 1 of each case as specified on the face of the form of Debenture attached as Exhibit A heretoyear (each, an “Interest Payment Date”), commencing March 1, 2020. Interest on the Debentures shall be computed on the basis of a 360-day year comprised consisting of twelve (12) 30-day months. For periods less than a full month, interest on the Debentures shall be computed on the basis of the actual number of elapsed days based on a 360-day year. The Person in whose name any Debenture (or its Predecessor Debenture) is registered on the Debenture Register at the close of business on any Interest Record Date with respect to any Interest Payment Date shall be entitled to receive the interest and any Excess Regular Additional Distribution payable on such Interest Payment Date. In . (c) Interest on the case Debentures will accrue at the rate of any Debenture 2.75% per annum until (or portion thereof) that is converted into Common Stock during the period from (but excluding) a Record Date to (but excludingi) the next succeeding Adjusted Principal Amount has been reduced to $0.00 or (ii) the principal thereof is paid or made available for payment. Calculations of interest on each Debenture shall be based on the Original Principal Amount, without regard to changes in the Adjusted Principal Amount, until the Adjusted Principal Amount is reduced to $0.00. At least five Business Days prior to each Interest Payment Date, such Debenture (or portion thereof) that is submitted for conversion during such period the Company shall be accompanied by funds equal deliver an Officers’ Certificate to the Trustee setting forth: (i) the amount of interest payable per Debenture due for the Interest Period ending on such succeeding Interest Payment Date on the principal amount so converted, as provided in the penultimate paragraph of Section 16.02 hereof; provided that no such funds must be delivered with respect to a Debenture (or portion thereof) called for redemption on a Redemption Date occurring after such Record Date and before such Interest Payment Date. , (ii) the amount of any Excess Regular Additional Distribution per Debenture required to be made pursuant to Section 2.05(b) on such Interest Payment Date, (iii) the total payment due for such Interest Period on all Debentures then outstanding and (iv) the amount of any Rate Maintaining Adjustment to be made to the Adjusted Principal Amount of each Debenture on such Interest Payment Date. (d) Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New Yorkpurposes, which shall initially be an the office or agency of the Trustee and may, as the Paying Agent. The Company shall specify pay interest and any Additional Distributions due on any Interest Payment Date (other than the date of Stated Maturity) (a) on any Debentures in certificated form by wire transfer of immediately available funds, or if appropriate wire transfer instructions are not received by the Trustee at least 15 calendar days prior to the paying agent in writing by each Record applicable Interest Payment Date, be paid either (i) by check mailed to the address of the Person entitled thereto such holder as it appears in the Debenture Register as of the close of business on the Interest Record Date or (provided that b) on any Global Debenture by wire transfer of immediately available funds to the holder account of Debentures with an aggregate principal amount in excess the Depositary or its nominee. (e) Any Defaulted Interest or Defaulted Additional Distribution (each, a “Defaulted Amount”) shall forthwith cease to be payable to the Holder as of $2,000,000 shallthe close of business on the related record date for the missed payment of interest or Additional Distribution, at the written election of and such holder, Defaulted Amount shall be paid by wire transfer the Company, at its election in immediately available fundseach case, as provided in clause (i) or (ii) by wire transfer below: (i) The Company may elect to an account maintained make payment of any Defaulted Amount to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on a special record date for the payment of such Defaulted Amount, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest and/or Defaulted Additional Distribution proposed to be paid on each Debenture and the date of the proposed payment (which shall be not less than twenty-five days after the receipt by the Person Trustee of such notice), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amount or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled thereto to such Defaulted Amount as specified provided in this clause (i). Thereupon the Company shall fix a special record date for the payment of such Defaulted Amount which shall be not more than fifteen days and not less than seven days prior to the date of the proposed payment, and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee, in writing, of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amount and the special record date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Debenture Register, provided that proper transfer instructions have not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Amount and the special record date therefor having been received so mailed, such Defaulted Amount shall be paid to the Persons in whose names the Debentures (or their respective Predecessor Debentures) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.04. (ii) The Company may make payment of any Defaulted Interest or Defaulted Additional Payment at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, and upon such notice as may be required by the relevant Record Date;such exchange or automated quotation system.