Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. (a) To convert a Note, a Holder must (i) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect on the date such Holder surrenders its Note for conversion and (B) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below, and (ii) in the case of a Certificated Note, (A) complete and manually sign the conversion notice in the form on the reverse of such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (B) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes, and (E) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below. (i) On the first Business Day on which such Holder satisfies all of the requirements set forth in Section 10.02(a) above with respect to a Note (and the conversion of such Note is not otherwise prohibited by Section 3.05 hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (ii) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (b) At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note. (c) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (d) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note for conversion after the Close of Business on a Record Date and prior to the Open of Business on the corresponding Special Interest Payment Date, the Holder must accompany the Note with an amount of cash equal to the amount of Special Interest, if any, that will be payable on the Note on such corresponding Special Interest Payment Date; provided, however, that a Holder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for conversion, the Company shall pay all stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion be issued in a name other than that of the Holder, the Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteEach Note shall be convertible at the office of the Conversion Agent. (b) In order to exercise the conversion right with respect to any interest in Global Notes, a the Holder must complete the appropriate instruction form for conversion pursuant to the Depository’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay any transfer taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of Notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (i) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect on the date such Holder surrenders its Note for conversion and (B) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below, and (ii) in the case of a Certificated Note, (A) complete and manually sign the conversion notice in the form provided on the reverse back of such Certificated the Note (a the “Notice of ConversionConversion Notice”) or a facsimile of the Conversion Notice of Conversion, (B) and deliver the Notice of Conversionsuch notice to a Conversion Agent, which is action shall be irrevocable, and ; (ii) surrender the Certificated Note to the Conversion Agent, ; (Ciii) if required, furnish appropriate endorsements and transfer documents, ; and (Div) if requiredrequired pursuant to Section 7.08, pay all any transfer taxes or similar taxes, and (E) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below. (i) On the first Business Day duties. The date on which such the Holder satisfies all of the applicable requirements set forth in Section 10.02(a) above with respect to a Note (and the conversion of such Note is not otherwise prohibited by Section 3.05 hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. ” The Trustee (ii) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Noteand if different, the Conversion Agent, as promptly as possible, and in no event later than one ) shall notify the Company of any conversion pursuant to this Article 7 on the Conversion Date for such conversion. (c) On the second Business Day immediately following the Conversion Date for the NoteDate, will provide the Company with notice shall issue and shall deliver to the converting Holder at the office of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, a certificate or certificates for the number of the conversion full shares of the Note. (b) At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder Common Stock issuable in respect of such Note. (c) If a Holder surrenders only a portion conversion in accordance with the provisions of this Article 7. In case any Notes of a Certificated Note denomination greater than $1,000 shall be surrendered for partial conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, a new Certificated Note Notes in authorized denominations in an authorized denomination aggregate Principal Amount equal to the aggregate principal amount of the unconverted portion of the surrendered NoteNotes. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (d) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that date on which the person requirements set forth above in Section 7.02(b) have been satisfied as to such Notes (or portion thereof) and the Person in whose name the any certificate or certificates for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record issuable upon such conversion shall be deemed to have become, as of the Close of Business on (i) such the relevant Conversion Date (in that such Holder converted the case Notes, the holder of Physical Settlement) or (ii) the last Trading Day record of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note for conversion after the Close of Business on a Record Date and prior to the Open of Business on the corresponding Special Interest Payment Date, the Holder must accompany the Note with an amount of cash equal to the amount of Special Interest, if any, that will be payable on the Note on such corresponding Special Interest Payment Date; provided, however, that a Holder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for conversion, the Company shall pay all stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon represented thereby. (d) Upon the conversion be issued of an interest in a name Global Note, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than that of the Holder, the Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulationsTrustee.

Conversion Procedure. (a) To convert a Note, a Holder must (i) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect on the date such Holder surrenders its Note for conversion and (B) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below, and (ii) in the case of a Certificated Note, (A) complete and manually sign the conversion notice in the form on the reverse back of such Certificated the Note (a “Notice of Conversion”) or complete and manually sign a facsimile of such notice) and deliver such notice to the Notice of ConversionCompany, (Bii) deliver surrender the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion AgentCompany, (Ciii) if requiredhave satisfied any necessary filing requirements under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976, furnish appropriate endorsements as amended (the “HSR Act”), in respect of its acquisition of the shares of Group’s Common Stock upon such conversion and transfer documentsthe waiting period under such HSR Act shall have expired or been terminated without objection to such acquisition, (Div) if required, have received any other necessary regulatory consents to its acquisition of the shares of Group’s Common Stock upon such conversion and (v) pay all any transfer or similar taxes, and (Etax if required pursuant to Section 4(d) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below. (i) On the first Business Day hereof. The date on which such the Holder satisfies all of the those requirements set forth in Section 10.02(a) above with respect to a Note (and the conversion of such Note is not otherwise prohibited by Section 3.05 hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date.” The notice of conversion shall state that the Holder has satisfied or will have satisfied prior to the issuance of shares of the Group’s Common Stock upon conversion of such principal amount, and prior to the payment of the Conversion Interest Payment, any and all legal or regulatory requirements for conversion, including compliance with the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the HSR Act. The Company shall use its reasonable best efforts in cooperating in a timely manner with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary. As soon as practicable after the Conversion Date and in no event later than five Business Days following the Conversion Date, Group shall deliver to the Holder (i) a certificate for such Note. the number of whole shares of Group’s Common Stock issuable upon the conversion of the Note or portion thereof as determined in accordance with this Section 4, (ii) cash in lieu of any fractional shares pursuant to Section 4(c) hereof and (iii) cash, Common Stock, or a combination thereof, in an amount equal to the Conversion Interest Payment. The individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust or other entity organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person” or “Persons”) in whose name the certificate is registered shall be deemed to be a stockholder of record on and after the Conversion Date, as the case may be; provided that no surrender of a Note on any date when the stock transfer books of Group shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Group’s Common Stock upon such conversion as the record holder or holders of such shares of Group’s Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Group’s Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; and provided further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of Group had not been closed. Upon conversion of a Note (in whole and not in part), such Person shall no longer be a Holder of such Note. If any Holder surrenders a Note for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and before the close of business on the related Interest Payment Date, the Company shall pay accrued interest, if any, through the Conversion Date to the Holder of such Note on such Regular Record Date. Upon surrender of a Note that is converted in part, as soon as practicable after the Conversion Date and in no event later than five Business Days following the Conversion Date, the Company shall execute and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered to the Company on the immediately following next succeeding day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (b) At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note. (c) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (d) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note for conversion after the Close of Business on a Record Date and prior to the Open of Business on the corresponding Special Interest Payment Date, the Holder must accompany the Note with an amount of cash equal to the amount of Special Interest, if any, that will be payable on the Note on such corresponding Special Interest Payment Date; provided, however, that a Holder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for conversion, the Company shall pay all stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion be issued in a name other than that of the Holder, the Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteNote or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global Note, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its for converting a beneficial interest in a Global Note for conversion and (Bb) if requiredapplicable, pay all funds required under Sections 10.02(eSection 11.02(g) and 10.02(f11.02(h) below, and (ii) in the case of a Certificated Note, (Aa) complete and manually sign the conversion notice in the form on the reverse Form of Notice of Conversion attached to such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (Dd) if required, pay all transfer or similar taxes, and (E) if requiredapplicable, pay all funds required under Sections 10.02(eSection 11.02(h) below, and 10.02(f(e) if applicable, pay all funds required under Section 11.02(g) below. (ib) On A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a11.02(a) above with respect to a such Note and (and ii) the conversion of such Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day during any period on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the a Holder of such Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Record Date and on or prior to the corresponding Interest Payment Date, the Holder of record of such Note shall have the right to receive the related interest payment on such Interest Payment Date. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for If any shares of Common Stock are to be delivered upon conversion is registered conversion, a converting Holder (or its designee) shall be treated as a stockholder the holder of record of such shares as of the Close of Business on (i) such relevant Conversion Date (in the case of Physical Settlement) or (ii) the last VWAP Trading Day of the applicable Cash Settlement Averaging relevant Observation Period for such Note (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof). (eg) If Notwithstanding Section 11.03(c), if a Holder surrenders a converts its Note for conversion after the Close of Business on a Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Record Date, the Holder of such Note at the Close of Business on such Record Date shall receive, on such Interest Payment Date, the Holder interest payment payable on such Note on such Interest Payment Date, however, Notes surrendered for conversion during such period must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be interest payable on the such Note on such the corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make be made: (i) if such a payment Note is surrendered for conversion after the Close of Business on the Record Date immediately preceding the Maturity Date, (iii) if the Company has specified a Fundamental Change Purchase Date that is after the such Record Date and on or prior to the such corresponding Special Interest Payment Date and such Note is surrendered for conversion after such Record Date and on or prior to such corresponding Interest Payment Date, or (iiiii) to the extent of any overdue interest on the NoteDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of conversionconversion with respect to such Note. As a result of the foregoing, or (iii) if the Holder surrenders Company shall pay interest on the Note Maturity Date on all Notes converted after the Close of Business on the last Record Date immediately preceding the Maturity Date, and converting Holders shall not be required to pay to the Company equivalent interest amounts. For Therefore, for the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date as described in clauses (i) through and (iiiii) in the preceding paragraph above, respectively, will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (fh) If a Holder surrenders converts a Note for conversionNote, the Company shall will pay all any documentary, stamp taxes and all other duties, if any, which may be imposed by or similar issue or transfer tax due on the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance issue of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion such conversion; provided that if such tax is due because such converting Holder requested that such shares of Common Stock be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a Note, a Holder must (i) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect on the date such Holder surrenders its Note for conversion and (B) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below, and (ii) in the case of a Certificated Note, (A) complete and manually sign the conversion notice in the form on the reverse of such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (B) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes, and (E) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below. (i) On the first Business Day on which such Holder satisfies all of the requirements set forth in Section 10.02(a) above with respect to a Note (and the conversion of such Note is not otherwise prohibited by Section 3.05 hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (ii) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (b) At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note. (c) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (d) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note for conversion after the Close of Business on a Record Date and prior to the Open of Business on the corresponding Special Interest Payment Date, the Holder must accompany the Note with an amount of cash equal to the amount of Special Interest, if any, that will be payable on the Note on such corresponding Special Interest Payment Date; provided, however, that a Holder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for conversion, the Company shall pay all stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion be issued in a name other than that of the Holder, the Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteNote or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global Note, (A) comply with the procedures Applicable Procedures of the Depositary then in effect on the date such Holder surrenders its Note for conversion converting a beneficial interest in a global note and (B) if requiredapplicable, pay all funds required under Sections 10.02(e11.02(g) and 10.02(f11.02(h) below, and (ii) in the case of a Certificated Note, (A) complete and manually sign the conversion notice in the form on the reverse of attached to such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (B) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D) if requiredapplicable, pay all transfer or similar taxesfunds required under Section 11.02(h) below, and (E) if requiredapplicable, pay all funds required under Sections 10.02(e) and 10.02(fSection 11.02(g) below. (ib) On A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a11.02(a) above with respect to a such Note and (and ii) the conversion of such Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day during any period on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the a Holder of such Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Record Date and on or prior to the corresponding Interest Payment Date, the Holder of record of such Note shall have the right to receive the related interest payment on such Interest Payment Date. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (df) Each conversion Prior to obtaining Stockholder Approval, the converting Holder (or its designee) shall be deemed treated as the holder of record of the shares of Common Stock to have been effected be delivered upon conversion as to any such Notes (or portion thereof) surrendered for conversion at of the Close of Business on the applicable relevant Conversion Date; provided. After obtaining Stockholder Approval, however, that the person in whose name the certificate for if any shares of Common Stock delivered are issuable upon the conversion is registered of a Note, the converting Holder (or its designee) shall be treated as a stockholder the holder of record of such shares as of the Close of Business on (i) such relevant Conversion Date (in the case of Physical Settlement) or (ii) the last VWAP Trading Day of the applicable Cash Settlement Averaging relevant Observation Period for such Note (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof). (eg) If Notwithstanding Section 11.03(d), if a Holder surrenders a converts its Note for conversion after the Close of Business on a Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Record Date, the Holder of such Note at the Close of Business on such Record Date shall receive the interest payment payable on such Note on such corresponding Interest Payment Date, notwithstanding the Holder conversion. Any Note converted during the period beginning at the Close of Business on any Record Date and ending at the Open of Business on the Interest Payment Date corresponding to such Record Date must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be interest payable on the such Note on such corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make such a payment be made: (i) if the Company has specified for a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note surrendered for conversion after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Redemption Date and any or Fundamental Change Purchase Date described in clauses (i) through that is after such Record Date and on or prior to such corresponding Interest Payment Date, and a Note is surrendered for conversion after such Record Date and prior to such corresponding Interest Payment Date or (iii) in to the preceding paragraph will receive extent of any Defaulted Interest, if any Defaulted Interest exists at the full interest payment due on time of conversion with respect to such Note. For the Maturity Date or other applicable Special Interest Payment Date regardless avoidance of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for conversiondoubt, the Company shall pay interest on the Maturity Date on all stamp taxes Notes converted after the Record Date immediately preceding the Maturity Date, and all other duties, if any, which may converting Holders shall not be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect required to pay to the issuance Company equivalent interest amounts. (h) If a Holder converts a Note, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion such conversion; provided that if such tax is due because such converting Holder requested that such shares of Common Stock be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax tax. (i) If the Company mails a notice of communication to the Holders, including any notice to Holders pursuant to Article 2, it shall, at the same time, mail a copy to the Trustee and each of the Registrar, Paying Agent and Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteSeries 2024A Note or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global NoteSecurity, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its Note for conversion converting a beneficial interest in a Global Security and (Bb) if requiredapplicable, pay all funds required under Sections 10.02(eSection 2.02(g) and 10.02(fSection 2.02(h) below, and (ii) in the case of a Certificated NoteNote or Series 2024A Notes not accepted on the Depositary’s conversion platform, (Aa) complete and manually sign the conversion notice in the form on the reverse Form of Notice of Conversion attached to this Thirty-Second Supplemental Indenture and such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, with the appropriate signature guarantees, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (Dd) if required, pay all transfer or similar taxes, and (E) if requiredapplicable, pay all funds required under Sections 10.02(eSection 2.02(h) below, and 10.02(f(e) if applicable, pay all funds required under Section 2.02(g) below. (ib) On A Series 2024A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a2.02(a) above hereof with respect to a such Series 2024A Note and (and ii) the conversion of such Series 2024A Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day on which a Series 2024A Note may be converted is not a Business Day, the Series 2024A Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Series 2024A Note, the Conversion Agent, as promptly as possiblepracticable, and in no event later than one Business Day immediately following the Conversion Date for the Series 2024A Note, will provide the Company with notice of the conversion of the Series 2024A Note, and the Company, as promptly as possiblepracticable, and in no event later than two Business Days after such Conversion Date, will notify in writing the Trustee, if other than the Conversion Agent, of the conversion of the Series 2024A Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Series 2024A Note, the converting Holder shall such Person will no longer be a Holder of such Series 2024A Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Holder of record of such NoteSeries 2024A Note on the Regular Record Date shall have the right to receive the related interest payment on such Interest Payment Date. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Series 2024A Note. Upon the conversion of an interest in a Global NoteSecurity, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Series 2024A Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for If any shares of Common Stock are to be delivered upon conversion is registered conversion, a converting Holder (or its designee) shall be treated as a stockholder the holder of record of such shares of Common Stock as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereofrelevant Observation Period. (eg) If Notwithstanding Section 2.03(c) hereof, if a Holder surrenders a converts its Series 2024A Note for conversion after the Close of Business on a Regular Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Regular Record Date, the Holder of such Series 2024A Note at the Close of Business on such Regular Record Date shall receive, on such Interest Payment Date, the Holder interest payment payable on such Series 2024A Note on such Interest Payment Date but the Series 2024A Notes surrendered for conversion during such period must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be interest payable on the such Series 2024A Note on such the corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make such a payment be made: (i) for conversions after the Close of Business on the Regular Record Date immediately preceding the Stated Maturity, (ii) if the Company has specified a Fundamental Change Purchase Date that is after the such Regular Record Date and on or prior to the such corresponding Special Interest Payment Date and such Series 2024A Note is surrendered for conversion after such Regular Record Date and on or prior to such corresponding Interest Payment Date, or (iiiii) to the extent of any overdue interest on the Notedefaulted interest, if any overdue defaulted interest exists at the time of conversionconversion with respect to such Series 2024A Note. Therefore, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For for the avoidance of doubt, all record Holders of Notes on the Regular Record Date immediately preceding the Stated Maturity Date and or any Fundamental Change Purchase Date as described in clauses clause (iii) through (iii) above, will, in the preceding paragraph each case, will receive the full interest payment due on at the Stated Maturity Date or other applicable Special Interest Payment Date Date, as the case may be, in cash regardless of whether their Series 2024A Notes have been converted following such Regular Record Date. (fh) If a Holder surrenders converts a Note for conversionSeries 2024A Note, the Company shall will pay all any documentary, stamp taxes and all other duties, if any, which may be imposed by or similar issue or transfer tax due on the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance issue of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion such conversion; provided that if such tax is due because such converting Holder requested that such shares of Common Stock be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a Note, a Holder Noteholder must (i) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect on the date such Holder Noteholder surrenders its Note for conversion and (B) if required, pay all funds required under Sections 10.02(e12.02(e) and 10.02(f12.02(f) below, and (ii) in the case of a Certificated Note, (A) complete and manually sign the conversion notice in the form on the reverse of such Certificated Note Exhibit B hereto (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (B) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes, and (E) if required, pay all funds required under Sections 10.02(e12.02(e) and 10.02(f12.02(f) below. (i) On the first Business Day on which such Holder Noteholder satisfies all of the requirements set forth in Section 10.02(a12.02(a) above with respect to a Note (and the conversion of such Note is not otherwise prohibited by Section 3.05 Article 12 hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (ii) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (b) At If a Noteholder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the Holder a Noteholder of such Note. (c) If a Holder Noteholder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such HolderNoteholder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (d) Each If any shares of Common Stock are issuable upon the conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at of a Note, the Close of Business on the applicable Conversion Date; provided, however, that the person Person in whose name the certificate or certificates for any such shares of Common Stock delivered upon conversion is will be registered shall be treated as a stockholder will become the holder of record as of such shares at the Close close of Business business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last VWAP Trading Day of the applicable Cash Settlement Averaging Observation Period (in the case of Combination Settlement) except corresponding to the extent required by Section 10.05 hereofConversion Date for such Note. (e) If a Holder Noteholder surrenders a Note for conversion after the Close of Business 5:00 p.m., New York City time, on a Record Date and prior to the Open of Business 9:00 a.m., New York City time, on the corresponding Special Interest Payment Date, the Holder Noteholder must accompany the Note with an amount of cash equal to the amount of Special interest (including any Additional Interest, if any), that will be payable on the Note on such corresponding Special Interest Payment Date; provided, however, that a Holder Noteholder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder Noteholder surrenders the Note after the Close close of Business business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder Noteholder surrenders a Note for conversion, the Company shall pay all stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder Noteholder requests that any shares of Common Stock issued upon conversion be issued in a name other than that of the HolderNoteholder, the Holder Noteholder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting HolderNoteholder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteSeries 2023A Note or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global NoteSecurity, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its Note for conversion converting a beneficial interest in a Global Security and (Bb) if requiredapplicable, pay all funds required under Sections 10.02(eSection 2.02(g) and 10.02(fSection 2.02(h) below, and (ii) in the case of a Certificated NoteNote or Series 2023A Notes not accepted on the Depositary’s conversion platform, (Aa) complete and manually sign the conversion notice in the form on the reverse Form of Notice of Conversion attached to this Twenty-Seventh Supplemental Indenture and such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, with the appropriate signature guarantees, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (Dd) if required, pay all transfer or similar taxes, and (E) if requiredapplicable, pay all funds required under Sections 10.02(eSection 2.02(h) below, and 10.02(f(e) if applicable, pay all funds required under Section 2.02(g) below. (ib) On A Series 2023A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a2.02(a) above hereof with respect to a such Series 2023A Note and (and ii) the conversion of such Series 2023A Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day on which a Series 2023A Note may be converted is not a Business Day, the Series 2023A Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Series 2023A Note, the Conversion Agent, as promptly as possiblepracticable, and in no event later than one Business Day immediately following the Conversion Date for the Series 2023A Note, will provide the Company with notice of the conversion of the Series 2023A Note, and the Company, as promptly as possiblepracticable, and in no event later than two Business Days after such Conversion Date, will notify in writing the Trustee, if other than the Conversion Agent, of the conversion of the Series 2023A Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Series 2023A Note, the converting Holder shall such Person will no longer be a Holder of such Series 2023A Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Holder of record of such NoteSeries 2023A Note on the Regular Record Date shall have the right to receive the related interest payment on such Interest Payment Date. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Series 2023A Note. Upon the conversion of an interest in a Global NoteSecurity, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Series 2023A Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for If any shares of Common Stock are to be delivered upon conversion is registered conversion, a converting Holder (or its designee) shall be treated as a stockholder the holder of record of such shares of Common Stock as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereofrelevant Observation Period. (eg) If Notwithstanding Section 2.03(c) hereof, if a Holder surrenders a converts its Series 2023A Note for conversion after the Close of Business on a Regular Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Regular Record Date, the Holder of such Series 2023A Note at the Close of Business on such Regular Record Date shall receive, on such Interest Payment Date, the Holder interest payment payable on such Series 2023A Note on such Interest Payment Date but the Series 2023A Notes surrendered for conversion during such period must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be interest payable on the such Series 2023A Note on such the corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make such a payment be made: (i) for conversions after the Close of Business on the Regular Record Date immediately preceding the Stated Maturity, (ii) if the Company has specified a Fundamental Change Purchase Date that is after the such Regular Record Date and on or prior to the such corresponding Special Interest Payment Date and such Series 2023A Note is surrendered for conversion after such Regular Record Date and on or prior to such corresponding Interest Payment Date, or (iiiii) to the extent of any overdue interest on the Notedefaulted interest, if any overdue defaulted interest exists at the time of conversionconversion with respect to such Series 2023A Note. Therefore, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For for the avoidance of doubt, all record Holders of Notes on the Regular Record Date immediately preceding the Stated Maturity Date and or any Fundamental Change Purchase Date as described in clauses clause (iii) through (iii) above, will, in the preceding paragraph each case, will receive the full interest payment due on at the Stated Maturity Date or other applicable Special Interest Payment Date Date, as the case may be, in cash regardless of whether their Series 2023A Notes have been converted following such Regular Record Date. (fh) If a Holder surrenders converts a Note for conversionSeries 2023A Note, the Company shall will pay all any documentary, stamp taxes and all other duties, if any, which may be imposed by or similar issue or transfer tax due on the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance issue of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion such conversion; provided that if such tax is due because such converting Holder requested that such shares of Common Stock be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To Subject to Section 13.03(b) and except as provided in Section 13.02(b), the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion in cash, by delivering, on the third Scheduled Trading Day immediately following the last day of the related Observation Period, cash equal to the Settlement Amount. The Settlement Amount shall be determined by the Company promptly following the last day of the Observation Period. (b) Notwithstanding Section 13.03(a), if any information required in order to calculate the amount of cash payable upon conversion will not be available as of the applicable settlement date, the Company shall deliver the additional cash conversion consideration, if any, resulting from any such adjustment on the third Scheduled Trading Day after the earliest Trading Day on which such calculation can be made. (c) Before any Holder of a Note shall be entitled to convert a Notethe same as set forth above, a such Holder must shall (i1) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the date next Interest Payment Date to which such Holder surrenders its Note for conversion and (Bis not entitled as set forth in Section 13.03(g) and, if required, pay all funds required under Sections 10.02(e) and 10.02(f) belowtaxes or duties, if any, and (ii2) in the case of a Certificated NoteNote issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice to the conversion notice Conversion Agent in the form on the reverse of such Certificated certificated Note (or a facsimile thereof) (a “Notice of Conversion”) or a facsimile at the office of the Notice Conversion Agent and shall state in writing therein the principal amount of ConversionNotes to be converted, (B) deliver surrender such Notes, duly endorsed to the Notice Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 13.03(g), and transfer documents, (D) if required, pay all transfer taxes or similar taxesduties, and (E) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below. (i) On the first Business Day on which such Holder satisfies all of the requirements set forth in Section 10.02(a) above with respect to a any. A Note (and the conversion of such Note is not otherwise prohibited by Section 3.05 hereof), such Note will shall be deemed to have been converted and such immediately prior to the Close of Business Day will be on the conversion date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 13.03(c). No Notice of Conversion with respect to any Notes may be tendered by a Holder thereof if such Holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 14.01, as the case may be. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such NoteNotes, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (iid) If Delivery of the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion amounts owing in satisfaction of a Note, the Conversion Agent, as promptly as possible, and Obligation shall be made by the Company in no event later than one Business Day immediately following the date specified in Section 13.03(a), except to the extent specified in Section 13.03(b). The Company shall make such delivery by paying the cash amount owed to the Conversion Date for Agent or to the Note, will provide the Company with notice Holder of the conversion of the NoteNote surrendered for conversion, and the Company, as promptly as possible, and in no event later than two Business Days after or such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note▇▇▇▇▇▇’s nominee or nominees. (be) At the Close of Business on the Conversion Date In case any Note shall be surrendered for a Note, the converting Holder shall no longer be the Holder of such Note. (c) If a Holder surrenders only a portion of a Certificated Note for partial conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Certificated Note or Notes in authorized denominations in an authorized denomination equal to the aggregate principal amount of equal to the unconverted portion of the surrendered Note. Notes. (f) Upon the conversion of an interest in a Global Note, the Trustee Trustee, or the Custodian at the direction of the Trustee, shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon of any conversion of a Note Notes effected through any Conversion Agent other than the Trustee. (dg) Each conversion Upon conversion, a Noteholder will not receive any separate cash payment and the Conversion Rate shall not be adjusted for accrued and unpaid Interest. The Company’s payment in cash of the Settlement Amount as described above shall be deemed to have been effected as satisfy in full its obligation to any such pay the principal amount of the Note and accrued and unpaid Interest, if any, to, but not including, the relevant Conversion Date. Notwithstanding the preceding sentence, if Notes (or portion thereof) surrendered for conversion at are converted after the Close of Business on the applicable Conversion Date; provideda regular record date, however, that the person in whose name the certificate for any shares Holders of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record such Notes as of the Close of Business on (i) such Conversion record date will receive the Interest payable on such Notes on the corresponding Interest Payment Date (in notwithstanding the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note conversion. Notes surrendered for conversion after during the period from the Close of Business on a Record Date and prior any regular record date to the Open Opening of Business on the corresponding Special immediately following Interest Payment Date, the Holder Date must accompany the Note with be accompanied by payment of an amount of cash equal to the amount of Special Interest, if any, that will be Interest payable on the Note on such corresponding Special Interest Payment DateNotes so converted; provided, however, that a Holder no such payment need not make such a payment be made (i) in connection with a conversion following the last regular record date preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Purchase Repurchase Date that is after the Record Date a record date and on or prior to the Business Day following the corresponding Special Interest Payment Date, ; or (iiiii) to the extent of any overdue interest on the Note, if any overdue interest exists Interest existing at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for conversion, the Company shall pay all stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein conversion with respect to the issuance of shares of Common Stocksuch Notes. Except as described above, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion no payment or adjustment will be issued in a name other than that of the Holder, the Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulationsmade for accrued Interest on converted Notes.

Conversion Procedure. (a) To convert An Original Holder may commence a Note, conversion pursuant to this Section 8 by delivering a Holder must (i) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect on the date such Holder surrenders its Note for conversion and (B) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below, and (ii) in the case of a Certificated Note, (A) complete and manually sign the signed conversion notice notice, in the form on provided by the reverse of such Certificated Note (a “Notice of Conversion”) Conversion Agent, or a facsimile of the Notice of Conversionconversion notice, (B) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, provided that such notice may, pursuant to a written notice thereunder be made contingent upon (Cbut only upon) if required, furnish appropriate endorsements the successful completion of any registered public offering of the Ordinary Shares to be issued on such conversion that is being conducted pursuant to the registration rights attaching to such Ordinary Shares at such time and transfer documents, such notice shall in all other respects be irrevocable (D) if required, pay all transfer or similar taxes, and (E) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below. (i) On the first Business Day date on which such Holder satisfies all of notice is received, the requirements set forth in Section 10.02(a) above with respect to a Note (and the conversion of “Conversion Notice Date”; provided that, if such Note date is not otherwise prohibited by Section 3.05 hereof), such Note will be deemed converted and such a Business Day will or such compliance does not occur prior to the close of business on such date, the Conversion Notice Date shall be the conversion date next Business Day). On or before the 31st Trading Day following the Conversion Notice Date (the “Conversion Date”), the Original Holder must: (i) for such Note.surrender the Series A Shares to the Conversion Agent (if the Series A Shares are certificated); (ii) If pay any funds equal to the last day on which a Note may be converted is not a Business Day, the Note may be surrendered dividends payable on the immediately following day next Dividend Payment Date that such Holder is required to pay under this Section 8(d); (iii) if required, furnish customary endorsements and transfer documents; and (iv) if required, pay any share transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 22. If an Original Holder’s interest is a Business Daybeneficial interest in a global certificate representing Series A Shares, in order to convert an Original Holder must comply with clauses (ii), (iii) and (iv) listed above and comply with the Depositary’s procedures for converting a beneficial interest in a global security. Upon Provided that the conversion of a NoteOriginal Holder has complied with the foregoing, on the Conversion Date, the Conversion AgentAgent shall, as promptly as possibleon such Original Holder’s behalf, and convert the Series A Shares into Ordinary Shares, (x) in no event later than one Business Day immediately following accordance with the terms of the notice delivered by such Original Holder to the Conversion Date for Agent or (y) otherwise pursuant to any applicable Depositary procedures, if applicable. If an Original Holder converts its Series A Shares after the Note, will provide the Company with notice close of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion business on a Dividend Record Date, will notify but prior to the Trustee, if other than the Conversion Agent, open of the conversion of the Note. (b) At the Close of Business business on the Conversion Dividend Payment Date for a Notecorresponding to such Dividend Record Date, then (x) the converting Holder shall no longer be the Original Holder of such Note. (c) If a Holder surrenders only a portion Series A Shares at the close of a Certificated Note for business on such Dividend Record Date shall be entitled, notwithstanding such conversion, promptly after the Conversion Date for to receive, on such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (d) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note for conversion after the Close of Business on a Record Date and prior to the Open of Business on the corresponding Special Interest Dividend Payment Date, the unpaid dividends that have accrued on such Series A Shares to, but excluding, such Dividend Payment Date; and (y) the Original Holder must of such Series A Shares must, upon surrender of such Series A Shares for conversion, accompany the Note such Series A Shares with an amount of cash equal to the amount of Special Interest, if any, dividends that will be payable on the Note such Series A Shares on such corresponding Special Interest Dividend Payment Date; provided, however, that a Holder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for conversion, the Company shall pay all stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion be issued in a name other than that of the Holder, the Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteNote or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global Note, (A) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its Note for conversion and converting a beneficial interest in a global note, (B) if requiredapplicable, pay all funds required under Sections 10.02(e11.02(g) and 10.02(f11.02(h) belowbelow and (C) comply with any requirements of the Conversion Agent, and (ii) in the case of a Certificated Note, (A) complete and manually sign the conversion notice in the form on the reverse of attached to such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (B) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D) if requiredapplicable, pay all transfer or similar taxesfunds required under Section 11.02(h) below, and (E) if requiredapplicable, pay all funds required under Sections 10.02(e) and 10.02(fSection 11.02(g) below. (ib) On A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a11.02(a) above with respect to a such Note and (and ii) the conversion of such Note is not otherwise prohibited by Section 3.05 3.04(a) hereof). Subject to Section 11.07(e)(i) and Section 11.06, such Note will be deemed converted and such the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the third Business Day will be immediately following the conversion date (the “relevant Conversion Date”) for such Note, if the Company elects Physical Settlement, or on the third Business Day immediately following the last VWAP Trading Day of the relevant Observation Period, in the case of any other Settlement Method. (iic) If the last day during any period on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the a Holder of such Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Record Date and on or prior to the corresponding Interest Payment Date, the Holder of record of such Note shall have the right to receive the related interest payment on such Interest Payment Date. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (df) Each If any shares of Common Stock are issuable upon the conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at of a Note, the Close of Business on the applicable Conversion Date; provided, however, that the person Person in whose name the certificate or certificates for any such shares of Common Stock delivered upon conversion is will be registered shall be treated as a stockholder become the holder of record of such shares as of the Close of Business on (i) such relevant Conversion Date (in if the case of Company elects to satisfy the related Conversion Obligation by Physical Settlement) or (ii) the last VWAP Trading Day of the applicable Cash Settlement Averaging relevant Observation Period (in if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case of Combination Settlement) except to the extent required by Section 10.05 hereofmay be, for such Note. (eg) If Notwithstanding Section 11.03(d), if a Holder surrenders a converts its Note for conversion after the Close of Business on a Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Record Date, the Holder of such Note at the Close of Business on such Record Date shall receive the full amount of interest payable on such Note on such corresponding Interest Payment Date, notwithstanding the Holder conversion. Any Note converted during the period beginning at the Close of Business on any Record Date and ending at the Open of Business on the Interest Payment Date corresponding to such Record Date must accompany the Note with an amount of cash be accompanied by funds equal to the full amount of Special Interest, if any, that will be interest payable on the such Note on such corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make such a payment be made: (i) for Notes surrendered for conversion after the Close of Business on the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after the such Record Date and on or prior to the such corresponding Special Interest Payment Date, Date or (iiiii) to the extent of any overdue interest on the NoteDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following conversion with respect to such Record DateNote. (fh) If a Holder surrenders converts a Note for conversionNote, the Company shall pay all any documentary, stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof similar issue or taxing authority thereof or therein with respect to transfer tax due on the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion such conversion; provided that if such tax is due because such converting Holder requested that such shares of Common Stock be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and tax. (i) The Company shall make all determinations of whether the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver Notes are convertible at any certificates representing shares of Common Stock being issued time in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulationsaccordance with this Indenture.

Conversion Procedure. (a) To convert a NoteNote or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global Note, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its for converting a beneficial interest in a Global Note for conversion and (Bb) if requiredapplicable, pay all funds required under Sections 10.02(eSection 12.02(g) and 10.02(fSection 12.02(h) below, and (ii) in the case of a Certificated Note, (Aa) complete and manually sign the conversion notice in the form on the reverse Form of Notice of Conversion attached to such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, with the appropriate signature guarantees, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (Dd) if required, pay all transfer or similar taxes, and (E) if requiredapplicable, pay all funds required under Sections 10.02(e) and 10.02(fSection 12.02(h) below., and (e) if applicable, pay all funds required under (g) below. ▇▇▇-▇▇▇▇-▇▇▇▇/7/AMERICAS (ib) On A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a12.02(a) above with respect to a such Note and (and ii) the conversion of such Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the a Holder of such Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date, the Holder of record of such Note on the Special Interest Record Date shall have the right to receive the related Special Interest payment on such Special Interest Payment Date, if any. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall If any Common Units are to be deemed to have been effected as to any such Notes delivered upon conversion, a converting Holder (or portion thereofits designee) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder the holder of record of such Common Units as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereofrelevant Observation Period. (eg) If Notwithstanding Section 12.03(c), if a Holder surrenders a converts its Note for conversion after the Close of Business on a Special Interest Record Date and but prior to the Open of Business on the Special Interest Payment Date corresponding to such Special Interest Record Date, the Holder of such Note at the Close of Business on such Special Interest Record Date shall receive, on such Special Interest Payment Date, the Holder Special Interest payment payable on such Note on such Special Interest Payment Date, if any, but the Notes surrendered for conversion during such period must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be Interest payable on the such Note on such the corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make such a payment be made: (i) if such Note is surrendered for conversion after the Close of Business on November 1, 2025, if Special Interest is payable on the Maturity Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after the a Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date and such Note ▇▇▇-▇▇▇▇-▇▇▇▇/7/AMERICAS is surrendered for conversion after such Special Interest Record Date and on or prior to such corresponding Special Interest Payment Date, or (iiiii) to the extent of any overdue interest on the NoteDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of conversionconversion with respect to such Note. As a result of the foregoing, or (iii) the Company shall pay Special Interest, if any, on the Holder surrenders the Note Maturity Date on all Notes converted after the Close of Business on November 1, 2025 (if and to the last Record Date immediately preceding extent Special Interest is payable on the Maturity Date), and converting Holders shall not be required to pay to the Company equivalent Special Interest amounts. For Therefore, for the avoidance of doubt, all record Holders of Notes on the Special Interest Record Date Date, if any, immediately preceding the Maturity Date and any Fundamental Change Purchase Date as described in clauses (i) through and (iiiii) in the preceding paragraph above, respectively, will receive the full interest payment Special Interest payment, if any, due on the Maturity Date or other applicable Special Interest Payment Date (if and to the extent Special Interest is payable on the Maturity Date or on the applicable Special Interest Payment Date, as the case may be) regardless of whether their Notes have been converted following such Special Interest Record Date. (fh) If a Holder surrenders converts a Note for conversionNote, the Company shall will pay all any documentary, stamp taxes and all other duties, or similar issue or transfer tax due on the issue of any Common Units upon such conversion; provided that if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any such tax is due because the such converting Holder requests requested that any shares of such Common Stock issued upon conversion Units be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteNote or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global Note, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its for converting a beneficial interest in a Global Note for conversion and (Bb) if requiredapplicable, pay all funds required under Sections 10.02(eSection 12.02(g) and 10.02(fSection 12.02(h) below, and (ii) in the case of a Certificated Note, (Aa) complete and manually sign the conversion notice in the form on the reverse Form of Notice of Conversion attached to such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, with the appropriate signature guarantees, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (Dd) if required, pay all transfer or similar taxes, and (E) if requiredapplicable, pay all funds required under Sections 10.02(eSection 12.02(h) below, and 10.02(f(e) if applicable, pay all funds required under (g) below. (ib) On A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a12.02(a) above with respect to a such Note and (and ii) the conversion of such Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, 58 and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the a Holder of such Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date, the Holder of record of such Note on the Special Interest Record Date shall have the right to receive the related Special Interest payment on such Special Interest Payment Date, if any. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall If any Common Units are to be deemed to have been effected as to any such Notes delivered upon conversion, a converting Holder (or portion thereofits designee) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder the holder of record of such Common Units as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereofrelevant Observation Period. (eg) If Notwithstanding Section 12.03(c), if a Holder surrenders a converts its Note for conversion after the Close of Business on a Special Interest Record Date and but prior to the Open of Business on the Special Interest Payment Date corresponding to such Special Interest Record Date, the Holder of such Note at the Close of Business on such Special Interest Record Date shall receive, on such Special Interest Payment Date, the Holder Special Interest payment payable on such Note on such Special Interest Payment Date, if any, but the Notes surrendered for conversion during such period must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be Interest payable on the such Note on such the corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make such a payment be made: (i) if such Note is surrendered for conversion after the Close of Business on June 1, 2024, if Special Interest is payable on the Maturity Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after the a Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date and such Note is surrendered for conversion after such Special Interest Record Date and on or prior to such corresponding Special Interest Payment Date, or (iiiii) to the extent of any overdue interest on the NoteDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of conversionconversion with respect to such Note. As a result of the foregoing, or (iii) the Company shall pay Special Interest, if any, on the Holder surrenders the Note Maturity Date on all Notes converted after the Close of Business on June 1, 2024 (if and to the last Record Date immediately preceding extent Special Interest is payable on the Maturity Date), and converting Holders shall not be required to pay to the Company equivalent Special Interest amounts. For Therefore, for the avoidance of doubt, all record Holders of Notes on the Special Interest Record Date Date, if any, immediately preceding the Maturity Date and any Fundamental Change Purchase Date as described in clauses (i) through and (iiiii) in the preceding paragraph above, respectively, will receive the full interest payment Special Interest payment, if any, due on the Maturity Date or other applicable Special Interest Payment Date (if and to the extent Special Interest is payable on the Maturity Date or on the applicable Special Interest Payment Date, as the case may be) regardless of whether their Notes have been converted following such Special Interest Record Date. (fh) If a Holder surrenders converts a Note for conversionNote, the Company shall will pay all any documentary, stamp taxes and all other duties, or similar issue or transfer tax due on the issue of any Common Units upon such conversion; provided that if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any such tax is due because the such converting Holder requests requested that any shares of such Common Stock issued upon conversion Units be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteNote or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global Note, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its for converting a beneficial interest in a Global Note for conversion and (Bb) if requiredapplicable, pay all funds required under Sections 10.02(eSection 12.02(g) and 10.02(fSection 12.02(h) below, and (ii) in the case of a Certificated Note, (Aa) complete and manually sign the conversion notice in the form on the reverse Form of Notice of Conversion attached to such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, with the appropriate signature guarantees, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (Dd) if required, pay all transfer or similar taxes, and (E) if requiredapplicable, pay all funds required under Sections 10.02(eSection 12.02(h) below, and 10.02(f(e) if applicable, pay all funds required under (g) below. (ib) On A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the 58 requirements set forth in Section 10.02(a12.02(a) above with respect to a such Note and (and ii) the conversion of such Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the a Holder of such Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Record Date and on or prior to the corresponding Interest Payment Date, the Holder of record of such Note on the Record Date shall have the right to receive the related interest payment on such Interest Payment Date. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall If any Common Units are to be deemed to have been effected as to any such Notes delivered upon conversion, a converting Holder (or portion thereofits designee) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder the holder of record of such Common Units as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereofrelevant Observation Period. (eg) If Notwithstanding Section 12.03(c), if a Holder surrenders a converts its Note for conversion after the Close of Business on a Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Record Date, the Holder of such Note at the Close of Business on such Record Date shall receive, on such Interest Payment Date, the Holder interest payment payable on such Note on such Interest Payment Date but the Notes surrendered for conversion during such period must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be interest payable on the such Note on such the corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make be made: (i) if such a payment Note is surrendered for conversion after the Close of Business on the Record Date immediately preceding the Maturity Date, (iii) if the Company has specified a Fundamental Change Purchase Date that is after the such Record Date and on or prior to the such corresponding Special Interest Payment Date and such Note is surrendered for conversion after such Record Date and on or prior to such corresponding Interest Payment Date, or (iiiii) to the extent of any overdue interest on the NoteDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of conversionconversion with respect to such Note. As a result of the foregoing, or (iii) if the Holder surrenders Company shall pay interest on the Note Maturity Date on all Notes converted after the Close of Business on the last Record Date immediately preceding the Maturity Date, and converting Holders shall not be required to pay to the Company equivalent interest amounts. For Therefore, for the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date as described in clauses (i) through and (iiiii) in the preceding paragraph above, respectively, will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (fh) If a Holder surrenders converts a Note for conversionNote, the Company shall will pay all any documentary, stamp taxes and all other duties, or similar issue or transfer tax due on the issue of any Common Units upon such conversion; provided that if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any such tax is due because the such converting Holder requests requested that any shares of such Common Stock issued upon conversion Units be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteSeries 2025A Note or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global NoteSecurity, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its Note for conversion converting a beneficial interest in a Global Security and (Bb) if requiredapplicable, pay all funds required under Sections 10.02(eSection 2.02(g) and 10.02(fSection 2.02(h) below, and (ii) in the case of a Certificated NoteNote or Series 2025A Notes not accepted on the Depositary’s conversion platform, (Aa) complete and manually sign the conversion notice in the form on the reverse Form of Notice of Conversion attached to this Thirty-Fourth Supplemental Indenture and such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, with the appropriate signature guarantees, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (Dd) if required, pay all transfer or similar taxes, and (E) if requiredapplicable, pay all funds required under Sections 10.02(eSection 2.02(h) below, and 10.02(f(e) if applicable, pay all funds required under Section 2.02(g) below. (ib) On A Series 2025A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a2.02(a) above hereof with respect to a such Series 2025A Note and (and ii) the conversion of such Series 2025A Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day on which a Series 2025A Note may be converted is not a Business Day, the Series 2025A Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Series 2025A Note, the Conversion Agent, as promptly as possiblepracticable, and in no event later than one Business Day immediately following the Conversion Date for the Series 2025A Note, will provide the Company with notice of the conversion of the Series 2025A Note, and the Company, as promptly as possiblepracticable, and in no event later than two Business Days after such Conversion Date, will notify in writing the Trustee, if other than the Conversion Agent, of the conversion of the Series 2025A Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Series 2025A Note, the converting Holder shall such Person will no longer be a Holder of such Series 2025A Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date occurred between a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Holder of record of such NoteSeries 2025A Note on the Regular Record Date shall have the right to receive the related interest payment on such Interest Payment Date. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Series 2025A Note. Upon the conversion of an interest in a Global NoteSecurity, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Series 2025A Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for If any shares of Common Stock are to be delivered upon conversion is registered conversion, a converting Holder (or its designee) shall be treated as a stockholder the holder of record of such shares of Common Stock as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereofrelevant Observation Period. (eg) If Notwithstanding Section 2.03(c) hereof, if a Holder surrenders a converts its Series 2025A Note for conversion after the Close of Business on a Regular Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Regular Record Date, the Holder of such Series 2025A Note at the Close of Business on such Regular Record Date shall receive, on such Interest Payment Date, the Holder interest payment payable on such Series 2025A Note on such Interest Payment Date but the Series 2025A Notes surrendered for conversion during such period must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be interest payable on the such Series 2025A Note on such the corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make such a payment be made: (i) for conversions after the Close of Business on the Regular Record Date immediately preceding the Stated Maturity, (ii) if the Company has specified a Fundamental Change Purchase Date that is after the such Regular Record Date and on or prior to the such corresponding Special Interest Payment Date and such Series 2025A Note is surrendered for conversion after such Regular Record Date and on or prior to such corresponding Interest Payment Date, or (iiiii) to the extent of any overdue interest on the Notedefaulted interest, if any overdue defaulted interest exists at the time of conversionconversion with respect to such Series 2025A Note. Therefore, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For for the avoidance of doubt, all record Holders of Notes on the Regular Record Date immediately preceding the Stated Maturity Date and or any Fundamental Change Purchase Date as described in clauses clause (iii) through (iii) above, will, in the preceding paragraph each case, will receive the full interest payment due on at the Stated Maturity Date or other applicable Special Interest Payment Date Date, as the case may be, in cash regardless of whether their Series 2025A Notes have been converted following such Regular Record Date. (fh) If a Holder surrenders converts a Note for conversionSeries 2025A Note, the Company shall will pay all any documentary, stamp taxes and all other duties, if any, which may be imposed by or similar issue or transfer tax due on the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance issue of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion such conversion; provided that if such tax is due because such converting Holder requested that such shares of Common Stock be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. The Conversion Right and/or the Interest Conversion Right, as applicable, may be exercised by the Holder by completing and signing the notice of conversion (athe “Conversion Notice”) To convert a Noteattached hereto as Schedule C, a Holder must (i) and delivering the Conversion Notice and this Debenture to the Company at its address set out in Section 10.2; provided that, in the case event the Holder is unable to surrender and/or deliver the physical form of this Debenture along with an original copy of the executed Conversion Notice to the Company’s principal office (or such other office of the Company or with a Global Note, (A) comply designated agent of the Company as the Company may designate in accordance with the procedures terms hereof) as a result of events which are beyond its control, including cyber-attacks, energy blackouts, pandemics, terrorist attacks, acts of war, earthquakes, hurricanes, tornados, fires, floods, ice storms or other natural or manmade catastrophes, for the purposes of exercising the Conversion Right and/or the Interest Conversion Right, as applicable, the Holder shall be entitled to surrender and/or deliver a copy of this Debenture along with a copy of the Depositary executed Conversion Notice by email transmission in effect on the date such Holder surrenders its Note for conversion and (B) if required, pay all funds required under Sections 10.02(e) and 10.02(f) belowaccordance with Section 10.2 hereof, and (ii) in shall provide the case physical form of a Certificated Note, (A) complete and manually sign the conversion notice in the form on the reverse of such Certificated Note (a “Notice of Conversion”) or a facsimile this Debenture along with an original copy of the executed Conversion Notice to the Company or its designated agent as soon as is practicable in light of Conversionthe circumstances. The Conversion Notice shall provide that the Conversion Right and/or the Interest Conversion Right, (B) deliver as applicable, is being exercised, shall specify the Notice of ConversionPrincipal Amount and/or accrued and unpaid interest thereon, which is irrevocableif any, being converted, and shall set out the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes, and (E) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below. (i) On the first Business Day on which such Holder satisfies all of the requirements set forth in Section 10.02(a) above with respect to a Note (and the conversion of such Note is not otherwise prohibited by Section 3.05 hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Issue Date”) for on which Common Shares are to be issued upon the exercise of the Conversion Right and/or the Interest Conversion Right, as applicable (such Note. (ii) If date to be no later than five Business Days after the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (b) At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note. (c) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented therebyNotice is issued). The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (d) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note for conversion after the Close of Business on a Record Date and immediately prior to the Open close of Business business on the corresponding Special Interest Payment Date, Issue Date and the Holder must accompany the Note with an amount of cash equal Common Shares issuable upon conversion shall be deemed to the amount of Special Interest, if any, that will be payable on the Note on issued as fully paid and non-assessable at such corresponding Special Interest Payment Date; provided, however, that a Holder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is time. Within five Business Days after the Record Date and on or prior to the corresponding Special Interest Payment Issue Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for conversion, the Company shall pay all stamp taxes and all cause to be delivered a share certificate or certificates (or such other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to evidence of the issuance of shares the Common Shares from the Company’s transfer agent, including notices under a non-certificated registry) for such number of Common StockShares issued, if anyto, upon or registered in the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion be issued in a name other than that of the Holderof, the Holder shall pay such tax and or the Person or Persons in whose name or names the Common Shares have been issued, as specified in the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other Notice. If less than that all of the converting HolderPrincipal Amount of this Debenture is the subject of the Conversion Right, then within five Business Days after the Issue Date, the Company shall deliver to the Holder a replacement Debenture in the form hereof in the principal amount of the unconverted principal balance hereof, and this Debenture shall be cancelled. Nothing herein If the Conversion Right is being exercised in respect of the entire Principal Amount of this Debenture, this Debenture shall preclude any tax withholding required by law or regulationsbe cancelled.

Conversion Procedure. (a) To convert a NoteNote or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global Note, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its for converting a beneficial interest in a Global Note for conversion and (Bb) if required, pay all funds required under Sections 10.02(eSection 10.02(g) and 10.02(fSection 10.02(h) below, and (ii) in the case of a Certificated Note, (Aa) complete and manually sign the conversion notice in the form on the reverse of attached to such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes, and (Ed) if required, pay all funds required under Sections 10.02(eSection 10.02(h) below, and 10.02(f(e) if required, pay all funds required under Section 10.02(g) below. (ib) On A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a) above with respect to a such Note and (and ii) the conversion of such Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the a Holder of such Note, except that such Holder shall have the right hereunder to receive the consideration due upon conversion and as provided in Section 10.02(g). (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for If any shares of Common Stock are to be delivered upon the conversion is registered of a Note, the converting Holder (or its designee) shall be treated as a stockholder the holder of record of such shares as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last VWAP Trading Day of the applicable Cash Settlement Averaging relevant Observation Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereoffor such Note. (eg) If Notwithstanding Section 10.03(f), if a Holder surrenders a converts its Note for conversion after the Close of Business on a Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Record Date, the Holder of such Note at the Close of Business on such Record Date shall receive the interest payment payable on such Note on such corresponding Interest Payment Date, notwithstanding the Holder conversion. Any Note converted during the period beginning at the Close of Business on any Record Date and ending at the Open of Business on the Interest Payment Date corresponding to such Record Date must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be interest payable on the such Note on such corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make such a payment be made: (i) for a Note surrendered for conversion after the Close of Business on the Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after the such Record Date and on or prior to the such corresponding Special Interest Payment Date, or (iiiii) to the extent of any overdue interest on the NoteDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of conversionconversion with respect to such Note. For the avoidance of doubt, or (iii) if the Holder surrenders Company shall pay interest on the Note Maturity Date on all Notes converted after the Close of Business on the last Record Date immediately preceding the Maturity Date. For , and converting Holders shall not be required to pay to the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full Company equivalent interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Dateamounts. (fh) If a Holder surrenders converts a Note for conversionNote, the Company shall pay all any documentary, stamp taxes and all other duties, if any, which may be imposed by or similar issue or transfer tax due on the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance issue of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion such conversion; provided that if such tax is due because such converting Holder requested that such shares of Common Stock be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To Before any Holder of a Note shall be entitled to convert a NoteNote as set forth above, a such Holder must shall (i) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect on the date such Holder surrenders its Note for conversion and (B) at that time and, if required, pay all funds required under Sections 10.02(e) and 10.02(f) belowtaxes or duties, if any, as set forth in Section 4.06 and (ii) in the case of a Certificated NoteDefinitive Note (1) complete, (A) complete and manually sign and deliver an irrevocable written notice to the conversion notice Conversion Agent as set forth in the form on the reverse Form of such Certificated Note Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) or a facsimile at the office of the Notice Conversion Agent and state in writing therein the principal amount of ConversionNotes to be converted, (B2) deliver surrender such Notes, duly endorsed to the Notice Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D3) if required, pay all transfer or similar taxes, and (E4) if required, pay all funds required under Sections 10.02(efurnish appropriate endorsements and transfer documents. The Conversion Agent shall notify the Company in writing of any conversion of a Note by a Holder pursuant to this Article 4 as soon as practicable but in no event later than one (1) Business Day following receipt by the Conversion Agent of a Notice of Conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and 10.02(fhas not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 3.03(b). If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) belowso surrendered. (ib) On the first Business Day The date on which such Holder satisfies all of the requirements set forth in Section 10.02(a) above with respect to a Note (and the conversion of such Note is not otherwise prohibited by Section 3.05 hereof), such Note will shall be deemed converted and such Business Day will be the conversion date pursuant to a Notice of Conversion (the “Conversion Date”) for such Note. shall be the later to occur of (iii) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day date that is a one (1) Business Day. Upon Day following the conversion of a Notedate that the Trustee (or, if different, the Conversion Agent, as promptly as possible) has received from a Holder a Notice of Conversion, and in no event later than one Business Day immediately following (ii) the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (b) At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be date that the Holder of such Notehas complied with the requirements set forth in subsection (a) above. (c) If a Holder surrenders only a portion of a Certificated In case any Definitive Note shall be surrendered for partial conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such Holder, or upon the written order of the Holder of the Note so surrendered a new Certificated Note or Notes in authorized denominations in an authorized denomination equal to the aggregate principal amount of equal to the unconverted portion of the surrendered Note. , without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by Law or otherwise permitted hereunder. (d) Upon the conversion of an interest in a Global Note, the Trustee Trustee, or the Custodian at the direction of the Trustee, shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon of any conversion of a Note Notes effected through any Conversion Agent other than the Trustee. (de) Each conversion shall be deemed to have been effected as On the Conversion Settlement Date with respect to any conversion of Notes, the Company shall pay to the Holders of such converted Notes all accrued and unpaid interest on such Notes (or portion thereof) surrendered to, but not including, such Conversion Settlement Date in accordance with Section 2.15; provided that, if the Conversion Date for conversion at any Note occurs after the Close Regular Record Date with respect to an Interest Payment Date and prior to such Interest Payment Date, the Company shall, in lieu of Business making such payment on the applicable Conversion Settlement Date; provided, howeverpay, that on or before such Interest Payment Date, the person in whose name interest payable on such Note on such Interest Payment Date to the certificate for any shares Holder of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record such Note as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note for conversion after the Close of Business on a Regular Record Date and prior to the Open of Business on the corresponding Special Interest Payment Date, the Holder must accompany the Note in accordance with an amount of cash equal to the amount of Special Interest, if any, that will be payable on the Note on such corresponding Special Interest Payment Date; provided, however, that a Holder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record DateSection 2.15. (f) If a Holder surrenders a Note for conversion, the Company shall pay all stamp taxes and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion be issued in a name other than that of the Holder, the Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.

Conversion Procedure. (a) To convert a NoteNote or portion thereof, a Holder or beneficial owner, as the case may be, must (i) in the case of a Global Note, (Aa) comply with the procedures of the Depositary then in effect on the date such Holder surrenders its for converting a beneficial interest in a Global Note for conversion and (Bb) if requiredapplicable, pay all funds required under Sections 10.02(eSection 12.02(g) and 10.02(fSection 12.02(h) below, and (ii) in the case of a Certificated Note, (Aa) complete and manually sign the conversion notice in the form on the reverse Form of Notice of Conversion attached to such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, with the appropriate signature guarantees, (Bb) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (Cc) if required, furnish appropriate endorsements and transfer documents, (Dd) if required, pay all transfer or similar taxes, and (E) if requiredapplicable, pay all funds required under Sections 10.02(eSection 12.02(h) below, and 10.02(f(e) if applicable, pay all funds required under (g) below. (ib) On A Note shall be deemed to have been converted at the Close of Business on the first Business Day (the “Conversion Date”) on which such (i) the Holder thereof satisfies all of the requirements set forth in Section 10.02(a12.02(a) above with respect to a such Note and (and ii) the conversion of such Note is not otherwise prohibited by Section 3.05 3.04(a) hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (iic) If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (bd) At If a Holder converts the Close entire principal amount of Business on the Conversion Date for a Note, the converting Holder shall such Person will no longer be the a Holder of such Note, except that (i) such Holder shall have the right hereunder to receive the consideration due upon conversion and (ii) if the relevant Conversion Date ▇▇▇-▇▇▇▇-▇▇▇▇/13/AMERICAS occurred between a Record Date and on or prior to the corresponding Interest Payment Date, the Holder of record of such Note on the Record Date shall have the right to receive the related interest payment on such Interest Payment Date. (ce) If a Holder surrenders only a portion of a Certificated Note for conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver to such Holder, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of the unconverted portion of the surrendered Note. Upon the conversion of an interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases Exchanges of Global NoteNotes” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion of a Note effected through any Conversion Agent other than the Trustee. (df) Each conversion shall be deemed to have been effected as to any such Notes A converting Holder (or portion thereofits designee) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder the holder of record of the Common Units delivered upon conversion as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereofDate. (eg) If Notwithstanding Section 12.03(c), if a Holder surrenders a converts its Note for conversion after the Close of Business on a Record Date and but prior to the Open of Business on the Interest Payment Date corresponding Special to such Record Date, the Holder of such Note at the Close of Business on such Record Date shall receive, on such Interest Payment Date, the Holder interest payment payable on such Note on such Interest Payment Date, but the Notes surrendered for conversion during such period must accompany the Note with an amount of cash be accompanied by funds equal to the amount of Special Interest, if any, that will be interest payable on the such Note on such the corresponding Special Interest Payment Date; provided, however, that a Holder no such payment need not make be made: (i) if such a payment Note is surrendered for conversion after the Close of Business on the Record Date immediately preceding the Maturity Date, (iii) if the Company has specified a Fundamental Change Purchase Date that is after the such Record Date and on or prior to the such corresponding Special Interest Payment Date and such Note is surrendered for conversion after such Record Date and on or prior to such corresponding Interest Payment Date, or (iiiii) to the extent of any overdue interest on the NoteDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of conversionconversion with respect to such Note. As a result of the foregoing, or (iii) if the Holder surrenders Company shall pay interest on the Note Maturity Date on all Notes converted after the Close of Business on the last Record Date immediately preceding the Maturity Date, and converting Holders shall not be required to pay to the Company equivalent interest amounts. For Therefore, for the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date as described in clauses (i) through and (iiiii) in the preceding paragraph above, respectively, will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (fh) If a Holder surrenders converts a Note for conversionNote, the Company shall will pay all any documentary, stamp taxes and all other duties, or similar issue or transfer tax due on the issue of any Common Units upon such conversion; provided that if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, if any such tax is due because the such converting Holder requests requested that any shares of such Common Stock issued upon conversion Units be issued in a name other than that of the such Holder’s name, the such Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that of the converting Holder. Nothing herein shall preclude any tax withholding required by law or regulations.▇▇▇-▇▇▇▇-▇▇▇▇/13/AMERICAS

Conversion Procedure. (a) To convert a Note, a Holder must (i) in the case of a Global Note, (A) comply with the procedures of the Depositary in effect on the date such Holder surrenders its Note for conversion and (B) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below, and (ii) in the case of a Certificated Note, (A) complete and manually sign In order to exercise the conversion notice in the form on the reverse of such Certificated Note (a “Notice of Conversion”) or a facsimile of the Notice of Conversion, (B) deliver the Notice of Conversion, which is irrevocable, and the Certificated Note to the Conversion Agent, (C) if required, furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes, and (E) if required, pay all funds required under Sections 10.02(e) and 10.02(f) below. (i) On the first Business Day on which such Holder satisfies all of the requirements rights set forth in Section 10.02(a6(a) above herein, the Holder shall surrender this Note, duly endorsed (or, in the event that such Note has been lost, stolen or destroyed, the Holder shall execute an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it resulting from the fact that such Note has been lost, stolen or destroyed), to the Company's address set forth in Section 10 hereof, together with respect written notice of conversion to the Company that the Holder elects to convert this Note or the portion thereof (including the number of full shares issuable upon conversion of any accrued interest if the Holder so elects under Section 6(f) hereof) specified in said notice. As promptly as practicable after the surrender of this Note as aforesaid, in full or in part, and in any event within ten (10) days thereafter, the Company, at its expense, shall issue and deliver to the Holder a Note (and certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of this Note or portion thereof registered in the name of the Holder in accordance with the provisions of this Section 6 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided below. In case this Note is not otherwise prohibited by Section 3.05 hereof), such Note will be deemed converted and such Business Day will be the conversion date (the “Conversion Date”) for such Note. (ii) If the last day on which a Note may be converted is not a Business Day, the Note may shall be surrendered on the immediately following day that is a Business Day. Upon the conversion of a Note, the Conversion Agent, as promptly as possible, and in no event later than one Business Day immediately following the Conversion Date for the Note, will provide the Company with notice of the conversion of the Note, and the Company, as promptly as possible, and in no event later than two Business Days after such Conversion Date, will notify the Trustee, if other than the Conversion Agent, of the conversion of the Note. (b) At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note. (c) If a Holder surrenders only a portion of a Certificated Note for partial conversion, promptly after the Conversion Date for such portion, the Company shall execute and the Trustee shall authenticate and deliver to such the Holder, without charge, a new Certificated Note in an authorized denomination equal to the aggregate principal amount of equal to the unconverted portion of the surrendered Note, provided that, except for the amount of shares into which the new Note may be converted, the new Note shall have all of the same terms and conditions as this Note. (ii) In the event that the Company elects to convert all or any portion of the outstanding principal balance due under this Note into Common Stock in accordance with Section 6(b) hereof, the Company shall send to the Holder, at the Holder's address set forth in Section 10 hereof, prior written notice that the Company elects to convert this Note or the portion thereof specified in said notice ("Mandatory Conversion Notice"). Upon As promptly as practicable after the receipt of such notice, and in any event within ten (10) days thereafter, the Holder shall surrender this Note, duly endorsed (or, in the event that such Note has been lost, stolen or destroyed, the Holder shall execute an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it resulting from the fact that such Note has been lost, stolen or destroyed), to the Company's address set forth in Section 10 hereof. As promptly as practicable after the surrender of this Note as aforesaid, in full or in part, and in any event within ten (10) days thereafter, the Company, at its expense, shall issue and deliver to the Holder a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of an this Note or portion thereof (including the number of full shares issuable upon conversion of any accrued interest if the Holder so elects under Section 6(f) hereof) registered in the name of the Holder in accordance with the provisions of this Section 6 and a check or cash in respect of any fractional interest in a Global Note, the Trustee shall promptly make a notation on the “Schedule of Increases and Decreases of Global Note” of such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing upon any conversion respect of a Note effected through any Conversion Agent other than the Trustee. (d) Each conversion shall be deemed to have been effected share of Common Stock arising upon such conversion, as to any such Notes (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Dateprovided below; provided, however, that once the person in whose name Mandatory Conversion Notice is delivered to the certificate for any shares Holder, all of the rights with respect to the portion of the outstanding principal balance of this Note that is so converted shall cease and terminate, except that the Holder shall have the right to receive Common Stock delivered upon conversion is registered as provided in this Section 6, whether or not this Note has been surrendered by the Holder. In case this Note shall be treated as a stockholder of record as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement) except to the extent required by Section 10.05 hereof. (e) If a Holder surrenders a Note surrendered for conversion after the Close of Business on a Record Date and prior to the Open of Business on the corresponding Special Interest Payment Date, the Holder must accompany the Note with an amount of cash equal to the amount of Special Interest, if any, that will be payable on the Note on such corresponding Special Interest Payment Date; provided, however, that a Holder need not make such a payment (i) if the Company has specified a Fundamental Change Purchase Date that is after the Record Date and on or prior to the corresponding Special Interest Payment Date, (ii) to the extent of any overdue interest on the Note, if any overdue interest exists at the time of conversion, or (iii) if the Holder surrenders the Note after the Close of Business on the last Record Date immediately preceding the Maturity Date. For the avoidance of doubt, all record Holders of Notes on the Record Date immediately preceding the Maturity Date and any Fundamental Change Purchase Date described in clauses (i) through (iii) in the preceding paragraph will receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Record Date. (f) If a Holder surrenders a Note for partial conversion, the Company shall pay all stamp taxes execute and all other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect deliver to the issuance of shares of Common Stock, if any, upon the conversion. However, if any tax is due because the Holder requests that any shares of Common Stock issued upon conversion be issued in a name other than that of the Holder, without charge, a new Note in an aggregate principal amount equal to the Holder shall pay such tax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificates representing shares of Common Stock being issued in a name other than that unconverted portion of the converting Holder. Nothing herein surrendered Note, provided that, except for the amount of shares into which the new Note may be converted, the new Note shall preclude any tax withholding required by law or regulationshave all of the same terms and conditions as this Note.