Common use of Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends Clause in Contracts

Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion right with respect to any Securities in certificated form, the Company must receive at the office or agency of the Company, which will initially be the office or agency of the Trustee maintained for that purpose in The City of New York, such Securities with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Securities duly endorsed for transfer, together with any other required transfer documents, accompanied by the funds, if any, required by Section 2.03. Such notice shall also state the name or names (with address or addresses) in which the shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 10.08. In order to exercise the conversion right with respect to any interest in a Global Security, the Holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program; deliver, or cause to be delivered, by book-entry delivery an interest in such Global Security; furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; and pay the funds, if any, required by Section 2.03 and any transfer or similar taxes if required pursuant to Section 10.08. After satisfaction of the requirements for conversion set forth above, the Company will pay cash and deliver shares of Common Stock, if any, in accordance with Section 10.13. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to the Holder, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 10.02 have been satisfied as to such Securities (or portion thereof) (the “Conversion Date”) and such Securities will be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any shares of Common Stock shall be issuable upon conversion shall become the holder of record of such shares as of the close of business on the last Trading Day of the relevant Conversion Observation Period. Upon the conversion of an interest in a Global Security, the Trustee (or other Conversion Agent appointed by the Company), or the custodian for the Global Security at the direction of the Trustee (or other Conversion Agent appointed by the Company), shall make a notation on such Global Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee.

Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion right with respect to any Securities Note in certificated form, the Company must receive at the office or agency of the Company, which will initially be the office or agency of the Trustee Company maintained for that purpose in The City or, at the option of New Yorksuch holder, the Corporate Trust Office, such Securities Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Securities Notes duly endorsed for transfer, together with any other required transfer documents, accompanied by the funds, if any, required by Section 2.03this Section. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 10.0814.08. In order to exercise the conversion right with respect to any interest in a Global SecurityNote, the Holder beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Common Depositary’s book-entry conversion program; , deliver, or cause to be delivered, by book-entry delivery an interest in such Global Security; Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; conversion agent, and pay the funds, if any, required by this Section 2.03 and any transfer or similar taxes if required pursuant to Section 10.0814.08. After As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company will pay cash shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 4.02 a certificate or certificates for the number of full shares of Common Stock, if any, Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 10.1314.03. In case any Securities Note of a denomination greater than $1,000 100,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder of the Securities Note so surrendered, without charge to the Holdersuch holder, a new Security Note or Securities Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritiesNote. Each conversion shall be deemed to have been effected as to any such Securities Note (or portion thereof) on the date (the “Conversion Date”) on which the requirements set forth above in this Section 10.02 have been satisfied as to such Securities Note (or portion thereof) (the “Conversion Date”) ), and such Securities will be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such shares surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as of the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note shall be surrendered. Any Note or portion thereof surrendered for conversion during the period from the close of business on the last Trading record date for any Interest Payment Date to the close of business on the Business Day preceding such Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the relevant Conversion Observation PeriodInterest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (1) if the Company has specified a Purchase Date that is after a record date and on or prior to the next Interest Payment Date or (2) to the extent of any overdue Interest, if any overdue Interest exists at the time of conversion with respect to such Note. Except as provided above in this Section, no payment or other adjustment shall be made for Interest accrued on any Note converted or for dividends on any shares issued upon the conversion of such Note as provided in this Article. Upon the conversion of an interest in a Global SecurityNote, the Trustee (or other Conversion Agent conversion agent appointed by the Company), or the custodian for the Global Security Custodian at the direction of the Trustee (or other Conversion Agent conversion agent appointed by the Company), shall make a notation on such Global Security Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent conversion agent other than the Trustee. Upon the conversion of a Note, that portion of the accrued but unpaid Interest to the Conversion Date, with respect to the converted Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for and in satisfaction of the Company’s obligation to pay the principal amount of the converted Note, the accrued but unpaid Interest through the Conversion Date and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for and in satisfaction of the right to convert the Note being converted pursuant to the provisions hereof.

Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion right with respect to any Securities Note in certificated form, the Company must receive at the office or agency of the Company, which will initially be the office or agency of the Trustee Company maintained for that purpose in The City or, at the option of New Yorksuch holder, the Corporate Trust Office, such Securities Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Securities Notes duly endorsed for transfer, together with any other required transfer documents, accompanied by the funds, if any, required by Section 2.03this Section. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 10.0814.07. In order to exercise the conversion right with respect to any interest in a Global SecurityNote, the Holder beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Common Depositary’s book-entry conversion program; , deliver, or cause to be delivered, by book-entry delivery an interest in such Global Security; Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; conversion agent, and pay the funds, if any, required by this Section 2.03 and any transfer or similar taxes if required pursuant to Section 10.0814.07. After As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company will pay cash shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 4.02 a certificate or certificates for the number of full shares of Common Stock, if any, Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 10.1314.03. In case any Securities Note of a denomination greater than $1,000 100,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder of the Securities Note so surrendered, without charge to the Holdersuch holder, a new Security Note or Securities Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritiesNote. Each conversion shall be deemed to have been effected as to any such Securities Note (or portion thereof) on the date (the “Conversion Date”) on which the requirements set forth above in this Section 10.02 have been satisfied as to such Securities Note (or portion thereof) (the “Conversion Date”) ), and such Securities will be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such shares surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as of the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note shall be surrendered. Any Note or portion thereof surrendered for conversion during the period from the close of business on the last Trading record date for any Interest Payment Date to the close of business on the Business Day preceding such Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the relevant Conversion Observation PeriodInterest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (1) if the Company has specified a Purchase Date that is after a record date and on or prior to the next Interest Payment Date or (2) to the extent of any overdue Interest, if any overdue Interest exists at the time of conversion with respect to such Note. Except as provided above in this Section, no payment or other adjustment shall be made for Interest accrued on any Note converted or for dividends on any shares issued upon the conversion of such Note as provided in this Article. Upon the conversion of an interest in a Global SecurityNote, the Trustee (or other Conversion Agent conversion agent appointed by the Company), or the custodian for the Global Security Custodian at the direction of the Trustee (or other Conversion Agent conversion agent appointed by the Company), shall make a notation on such Global Security Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent conversion agent other than the Trustee. Upon the conversion of a Note, that portion of the accrued but unpaid Interest, including accrued Additional Interest, if any, to the Conversion Date, with respect to the converted Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for and in satisfaction of the Company’s obligation to pay the principal amount of the converted Note, the accrued but unpaid Interest, including accrued Additional Interest, if any, through the Conversion Date and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for and in satisfaction of the right to convert the Note being converted pursuant to the provisions hereof.

Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion right with respect to any Securities Note in certificated form, the Company must receive at the office or agency of the Company, which will initially be the office or agency of the Trustee Company maintained for that purpose in The City or, at the option of New Yorksuch holder, the Corporate Trust Office, such Securities Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Securities Notes duly endorsed for transfer, together with any other required transfer documents, accompanied by the funds, if any, required by Section 2.03this Section. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 10.0814.07. In order to exercise the conversion right with respect to any interest in a Global SecurityNote, the Holder beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Common Depositary’s book-entry conversion program; , deliver, or cause to be delivered, by book-entry delivery an interest in such Global Security; Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; conversion agent, and pay the funds, if any, required by this Section 2.03 and any transfer or similar taxes if required pursuant to Section 10.0814.07. After As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company will pay cash shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 4.02 a certificate or certificates for the number of full shares of Common Stock, if any, Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 10.1314.03. In case any Securities Note of a denomination greater than $1,000 100,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder of the Securities Note so surrendered, without charge to the Holdersuch holder, a new Security Note or Securities Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritiesNote. Each conversion shall be deemed to have been effected as to any such Securities Note (or portion thereof) on the date (the “Conversion Date”) on which the requirements set forth above in this Section 10.02 have been satisfied as to such Securities Note (or portion thereof) (), and the “Conversion Date”) and Person whose name is entered in the Company's register of members for Common Stock upon such Securities will conversion shall be deemed to have been converted immediately prior become on said date the holder of record of the shares set out against his name in such register; provided that any surrender on any date when the stock transfer books of the Company shall be closed shall constitute such Person the record holder for all purposes at such time as his name is entered on the register after the books are open again, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note shall be surrendered. Any Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any Interest Payment Date to the close of business on the relevant Conversion DateBusiness Day preceding such Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the Interest otherwise payable on such Interest Payment Date on the principal amount being converted; providedprovided that no such payment need be made (1) if the Company has specified a Purchase Date that is after a record date and on or prior to the next Interest Payment Date or (2) to the extent of any overdue Interest, howeverif any overdue Interest exists at the time of conversion with respect to such Note. Except as provided above in this Section, that the Person in whose name no payment or other adjustment shall be made for Interest accrued on any Note converted or for dividends on any shares of Common Stock shall be issuable issued upon the conversion shall become the holder of record of such shares Note as of the close of business on the last Trading Day of the relevant Conversion Observation Periodprovided in this Article. Upon the conversion of an interest in a Global SecurityNote, the Trustee (or other Conversion Agent conversion agent appointed by the Company), or the custodian for the Global Security Custodian at the direction of the Trustee (or other Conversion Agent conversion agent appointed by the Company), shall make a notation on such Global Security Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent conversion agent other than the Trustee. Upon the conversion of a Note, that portion of the accrued but unpaid Interest, including accrued Additional Interest, if any, to the Conversion Date, with respect to the converted Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for and in satisfaction of the Company’s obligation to pay the principal amount of the converted Note, the accrued but unpaid Interest, including accrued Additional Interest, if any, through the Conversion Date and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for and in satisfaction of the right to convert the Note being converted pursuant to the provisions hereof.

Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion right with respect to any Securities Note in certificated form, the Company must receive at the office or agency of the Company, which will initially be the office or agency of the Trustee Company maintained for that purpose in The City or, at the option of New Yorksuch holder, the Corporate Trust Office, such Securities Note with the original or facsimile of the form entitled “Form of Conversion Notice” on the reverse thereof, which is irrevocable, duly completed and manually signed, together with such Securities Notes duly endorsed for transfer, together with any other required transfer documents, accompanied by the funds, if any, required by Section 2.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and to whom the cash payable on such conversion shall be delivered, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 10.0815.07, and funds equal to the Interest payable on the next Interest Payment Date to which such holder of the Note is not entitled, if required pursuant to this Section 15.02. In order to exercise the conversion right with respect to any interest in a Global SecurityNote, the Holder beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program; , deliver, or cause to be delivered, by book-entry delivery an interest in such Global Security; Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; , and pay the funds, if any, required by this Section 2.03 15.02 and any transfer or similar taxes if required pursuant to Section 10.0815.07. After satisfaction The Company will deliver the Settlement Amount to converting holders on the Business Day immediately following the last day of the requirements for Cash Settlement Averaging Period. Subject to compliance with any restrictions on transfer if shares issuable on conversion set forth aboveare to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company will pay shall issue and shall deliver through the Conversion Agent to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 5.02, a check or cash in respect of the lesser of the aggregate Principal Amount of Notes being converted and deliver the Conversion Value in respect of such Notes, calculated by the Company as provided in Section 15.03 and a certificate or certificates for the number of full shares of Common Stock, if any, issuable upon the conversion of such Note or Notes (or portion thereof) so converted as determined by the Company as provided in accordance with Section 10.1315.03, or if the Common Stock is eligible for transfer through The Depository Trust Company, the Company shall make a book-entry transfer of such number of shares of Common Stock through The Depository Trust Company, and a check or cash in respect of any fractional interest in respect of any share of Common Stock arising upon such conversion. In case any Securities Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder of the Securities Note so surrendered, without charge to the Holderhim, a new Security Note or Securities Notes in authorized denominations in an aggregate principal amount Principal Amount equal to the unconverted portion of the surrendered SecuritiesNote. Each conversion shall be deemed to have been effected as to any such Securities Note (or portion thereof) on the date on which the requirements set forth above in this Section 10.02 15.02 have been satisfied as to such Securities Note (or portion thereof) (such date, the “Conversion Date”) ), and such Securities will be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such shares as surrender on any date when the stock transfer books of the close of business Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the last Trading Day next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note shall be surrendered. Any Note or portion thereof surrendered for conversion during the period from 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the corresponding Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the relevant Conversion Observation PeriodInterest otherwise payable on such Interest Payment Date on the Principal Amount being converted; provided that no such payment need be made (1) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (3) to the extent of any overdue Interest, if any overdue Interest exists at the time of conversion with respect to such Note. Except as provided above in this Section 15.02, no payment or other adjustment shall be made for Interest accrued on any Note converted or for dividends on any shares issued upon the conversion of such Note as provided in this Article 15. Upon the conversion of an interest in a Global SecurityNote, the Trustee (or other Conversion Agent appointed by the Company)Agent, or the custodian for the Global Security Custodian at the direction of the Trustee (or other Conversion Agent appointed by the Company)Agent, shall make a notation on such Global Security Note as to the reduction in the principal amount Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent other than the Trustee. Upon the conversion of a Note, that portion of the accrued but unpaid Interest with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of cash or a combination of cash and the Common Stock, as the case may be (together with the cash payment in lieu of fractional shares, if any) in exchange for the Note being converted pursuant to the provisions hereof; and cash or a combination of cash and shares of Common Stock, as the case may be (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for and in satisfaction of the Company’s obligation to pay the Principal Amount of the converted Note and the accrued but unpaid Interest, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for and in satisfaction of the right to convert the Note being converted pursuant to the provisions hereof.

Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion right with respect to any Securities Notes in certificated form, the Company a Holder must receive at the office or agency (A) complete and manually sign an irrevocable notice of the Company, which will initially be the office or agency of the Trustee maintained for that purpose conversion in The City of New York, such Securities with the original or facsimile of the form entitled “Conversion Notice” on attached to the reverse of such certificated Note (or a facsimile thereof) (a “Conversion Notice”), duly completed (B) deliver such irrevocable Conversion Notice and manually signedcertificated Note to the Conversion Agent at the office of the Conversion Agent, together with such Securities duly endorsed for transfer, together with (C) to the extent any other required transfer documents, accompanied by the funds, if any, required by Section 2.03. Such notice shall also state the name or names (with address or addresses) in which the shares of Common Stock which shall issuable upon conversion are to be issuable on such conversion shall issued in a name other than the Holder’s, furnish endorsements, signature guarantees and transfer documents as may be issuedrequired by the Conversion Agent pursuant to a written direction from the Company, and shall be accompanied by transfer or similar taxes, (D) if required pursuant to Section 10.082.03, pay funds equal to interest payable on the next Interest Payment Date, and (E) pay any documentary, stamp or similar issue or transfer tax, fee or duty due, if any upon the issuance and delivery of Common Stock upon conversion. In order to exercise the conversion right with respect to any interest in a Global SecurityNote, the Holder must complete, or cause to be completed, (A) comply with the appropriate instruction form Depository’s procedures for conversion pursuant to the Depositary’s book-entry conversion programconverting a beneficial interest in a Global Note; (B) deliver, or cause to be delivered, by book-entry delivery an interest in such Global SecurityNote; (C) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; and (D) pay the funds, if any, required by Section 2.03 2.03, and (E) pay any transfer documentary, stamp or similar taxes issue or transfer tax, fee or duty due, if required any, upon the issuance and delivery of Common Stock upon conversion. In addition, Notes in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s right to require the Company to repurchase such Notes pursuant to Section 10.083.01 may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Section 3.03 prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, unless the Company defaults in the payment of the repurchase price. After The date on which the requirements set forth above in this Section 9.02 have been satisfied by the Holders thereof as to such Notes (or portion thereof) will be the “Conversion Date” with respect to such Notes (or portion thereof). The cash and, if applicable, Common Stock (and cash in lieu of fractional Common Stock) delivered in satisfaction of the Company’s Conversion Obligation will be delivered to such Holder after satisfaction of the requirements for conversion set forth above, the Company will pay cash and deliver shares of Common Stock, if any, above in accordance with Section 10.139.10. In case any Securities Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities Notes so surrendered, without charge to the Holder, a new Security Note or Securities Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) on the date on which the requirements set forth above in this Section 10.02 have been satisfied as to such Securities (or portion thereof) (the “Conversion Date”) and such Securities will be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any shares of Common Stock shall be issuable upon conversion shall become the holder of record of such shares as of the close of business on the last Trading Day of the relevant Conversion Observation PeriodNotes. Upon the conversion of an interest in a Global SecurityNote, the Trustee (or other Conversion Agent appointed by the Company), or ) and the custodian for the Global Security at the direction of the Trustee (or other Conversion Agent appointed by the Company), Depositary shall make a notation on such Global Security as to the reduction in reduce the principal amount represented therebyof such Global Note in their records. The Company shall notify the Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent other than the Trustee. Except as provided in Section 2.03, upon conversion, a Holder will not receive any separate cash payment of accrued and unpaid interest on the Notes. Accrued and unpaid interest to the Conversion Date is deemed to be paid in full by the Conversion Settlement Amount delivered or paid rather than cancelled, extinguished or forfeited. A Noteholder is not entitled to any rights of a holder of Common Stock until such Holder has converted its Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article 9. The Noteholder that has converted its Notes (or if such person designated another person to whom such Common Stock shall be issued and delivered, such person) shall be treated as a holder of record of such Common Stock as of 5:00 p.m., New York City time, on the final Settlement Period Trading Day of the applicable Conversion Period. When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Business Day following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated institution must agree to timely deliver, in exchange for such Notes, the Conversion Settlement Amount as described in Section 9.10. If the Company makes an Exchange Election, the Company will, by the close of business on the second Business Day following the relevant Conversion Date, but in no event later than April 15, 2013, notify the Holder surrendering its Notes for conversion that the Company has made such Exchange Election and the Company will notify the designated financial institution of the relevant deadline for delivery of the Conversion Settlement Amount. Any Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange but does not timely deliver the related Conversion Settlement Amount, or if such designated financial institution does not accept the Notes for exchange, the Company will deliver the relevant Conversion Settlement Amount as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require such institution to accept any Notes.

Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion right with respect to any Securities Note in certificated form, the Company must receive at the office or agency of the Company, which will initially be the office or agency of the Trustee Company maintained for that purpose in The City or, at the option of New Yorksuch holder, the Corporate Trust Office, such Securities Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Securities Notes duly endorsed for transfer, together with any other required transfer documents, accompanied by the funds, if any, required by Section 2.03this Section. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 10.0814.07. In order to exercise the conversion right with respect to any interest in a Global SecurityNote, the Holder beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Common Depositary’s book-entry conversion program; , deliver, or cause to be delivered, by book-entry delivery an interest in such Global Security; Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; conversion agent, and pay the funds, if any, required by this Section 2.03 and any transfer or similar taxes if required pursuant to Section 10.0814.07. After As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company will pay cash shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 4.02 a certificate or certificates for the number of full shares of Common Stock, if any, Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 10.1314.03. In case any Securities Note of a denomination greater than $1,000 100,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver to the Holder holder of the Securities Note so surrendered, without charge to the Holdersuch holder, a new Security Note or Securities Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered SecuritiesNote. Each conversion shall be deemed to have been effected as to any such Securities Note (or portion thereof) on the date (the “Conversion Date”) on which the requirements set forth above in this Section 10.02 have been satisfied as to such Securities Note (or portion thereof) (the “Conversion Date”) ), and such Securities will be deemed to have been converted immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such shares surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as of the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note shall be surrendered. Any Note or portion thereof surrendered for conversion during the period from the close of business on the last Trading record date for any interest payment date to the close of business on the Business Day preceding such interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the relevant Conversion Observation PeriodInterest otherwise payable on such interest payment date on the principal amount being converted; provided that no such payment need be made (1) if the Company has specified a Designed Event Repurchase Date that is after a record date and on or prior to the next interest payment date or (2) to the extent of any overdue Interest, if any overdue Interest exists at the time of conversion with respect to such Note. Except as provided above in this Section, no payment or other adjustment shall be made for Interest accrued on any Note converted or for dividends on any shares issued upon the conversion of such Note as provided in this Article. Upon the conversion of an interest in a Global SecurityNote, the Trustee (or other Conversion Agent conversion agent appointed by the Company), or the custodian for the Global Security Custodian at the direction of the Trustee (or other Conversion Agent conversion agent appointed by the Company), shall make a notation on such Global Security Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities Notes effected through any Conversion Agent conversion agent other than the Trustee. Upon the conversion of a Note, that portion of the accrued but unpaid Interest, including accrued Additional Interest, if any, to the Conversion Date, with respect to the converted Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for and in satisfaction of the Company’s obligation to pay the principal amount of the converted Note, the accrued but unpaid Interest, including Additional Interest, if any, through the Conversion Date and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for and in satisfaction of the right to convert the Note being converted pursuant to the provisions hereof.