Common use of Conversion Procedures Clause in Contracts

Conversion Procedures. To convert a beneficial interest in a global note, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Property Trustee, as conversion agent through Euroclear and Clearstream facilities or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion and, if requiredsuch Debentures are definitive Debentures, pay funds equal surrender to interest payable the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $25 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on the next interest payment date behalf of such holder, into Company Common Stock pursuant to which the holder is not entitled this Article 13 and, if requiredsuch Preferred Securities are in definitive form, pay all documentarysurrendering such Preferred Securities, stamp duly endorsed or similar issue assigned to the Company or transfer taxin blank. So long as any Preferred Securities are outstanding, if anythe Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, which may the Holder of record on the Regular Record Date will be payable entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted, notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in respect the immediately preceding sentence, in the case of any transfer involving Debenture which is converted, interest whose Stated Maturity is on or after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableDebenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Debentures being converted, the holder may not surrender that note which shall be deemed to be paid in full. Debentures submitted for conversion until prior to the holder has withdrawn the relevant repurchase notice expiration of conversion rights as provided in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right Section 13.3 shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Company Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Company Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert a beneficial interest in a global noteIn order to exercise the conversion right, the holder must comply with procedures Holder shall surrender this Note at the principal executive offices of Euroclear and Clearstream GAMCO (which, if GAMCO shall so require, shall be duly endorsed to GAMCO or in effect at that time for book-entry blank, or be accompanied by proper instruments of transfer to GAMCO or in blank), accompanied by irrevocable written notice to GAMCO to the conversion agent through Euroclear and Clearstream facilities andeffect that the Holder elects so to convert this Note or, if requiredless than the entire principal amount hereof is to be converted, pay funds equal the portion hereof to be converted (which notice shall specify the name or names (with address or addresses) in which a certificate or certificates evidencing the shares of Common Stock to be issued upon such conversion are to be issued). Except as otherwise expressly set forth herein, no payment or adjustment shall be made upon any conversion of the Note on account of any interest payable accrued on this Note or on account of any dividends accrued on the next interest payment date shares of Common Stock issued upon such conversion. GAMCO shall, as soon as practicable after the surrender of this Note at the office referred to above and compliance with the other conditions herein contained, deliver at such office, to the person or persons entitled thereto (as specified in the applicable written notice of conversion), a certificate or certificates evidencing the number of full shares of Common Stock to which the holder is not such person or persons shall be entitled andas aforesaid, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable together with a cash adjustment in respect of any transfer involving the issue or delivery fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been made as of the ADSs in the name of a person other than the holder date of such note. To convert a physical notesurrender of this Note (or, if later, the holder must:  complete and manually sign the conversion notice, a form date of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocablecompliance with such other conditions), and the note person or persons entitled to receive the Common Stock deliverable upon conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Stock on such date. If this Note is to be converted in part only, upon such conversion GAMCO shall execute deliver to the conversion agent;  if required by Holder, at the conversion agentexpense of GAMCO, furnish appropriate endorsements a new Note or Notes of like tenor in denominations of $1,000,000 and transfer documents, any integral multiple thereof and ADS delivery instructions if required by the ADS depositary;  if required, pay funds with an aggregate principal amount equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery unconverted portion of the ADSs in the name principal amount of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion datethis Note.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 3(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete outstanding Principal Amount being converted and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, accrued and the note unpaid interest thereon to the conversion agent;  if required applicable Conversion Date by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment then applicable Conversion Price. The date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer Conversion Notice hereunder shall be referred to the date a holder complies with the relevant procedures for conversion described above herein as the “conversion date.” Conversion Date”. If a holder has already delivered conversion under this Note cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a repurchase notice as described under either “— Repurchase of Notes by Us at Conversion Notice, the Option Company shall, upon request of the Holder” , promptly deliver to the Holder a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Xxxxxx stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To convert a beneficial interest in Debenture, a global note, the holder Holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  (a) complete and manually sign the conversion notice, a form of which is included on notice (the reverse side of the note, "Conversion Notice") or a facsimile thereof on the back of the conversion notice;  Debenture and deliver such notice to a Conversion Agent, (b) surrender the conversion noticeDebenture to a Conversion Agent, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, (c) furnish appropriate endorsements and transfer documents, and ADS delivery instructions documents if required by the ADS depositary;  Security Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required, pay funds equal to interest payable . The date on the next interest payment date to which the holder Holder satisfies all of those requirements is not entitled; the "Conversion Date." The Company shall deliver to the Holder through the Conversion Agent, as soon as practicable but in any event no later than the fifth Business Day following the Conversion Date, a certificate for the number of whole shares of Common Stock issuable upon the conversion and  if requiredcash in lieu of any fractional shares pursuant to Section 706. Anything herein to the contrary notwithstanding, pay any tax or duty which in the case of Global Debentures, conversion notices may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of delivered and such note. We refer to the date a holder complies with the relevant procedures Debentures may be surrendered for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureApplicable Procedures of the Depositary as in effect from time to time. If The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Debenture on any date when the stock transfer books of the Company are closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder submits its notes or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate all purposes at the close of business on the third next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Rate in effect on the date that such Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Debenture, such Person shall no longer be a Holder of such Debenture. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Debenture, except as provided below in the case of certain Debentures or portions thereof called for redemption, that portion of accrued and unpaid interest on the converted Debenture attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the date of original issuance of the Debentures) through the Conversion Date attributable to the most recent accrual date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Debenture being converted pursuant to the provisions hereof. If a Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Debentures converted. Upon surrender of a Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Debenture equal in principal amount to the principal amount of the unconverted portion of the Debenture surrendered. Debentures or portions thereof surrendered for conversion during the period from the close of business day on any Regular Record Date immediately preceding June 1any Interest Payment Date to the opening of business on such Interest Payment Date shall (except for Debentures called for redemption pursuant to Article Three hereof on a Redemption Date that occurs during the period between the close of business on a Regular Record Date and the close of business on the Interest Payment Date to which such Regular Record Date relates) be accompanied by payment to the Company or its order, 2021 in New York Clearing House funds or other funds acceptable to the relevant fundamental change repurchase dateCompany, as of an amount equal to the case may beinterest payable on such Interest Payment Date on the principal amount of Debentures or portions thereof being surrendered for conversion.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 4(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in full for any reason, or delivery if the Holder is converting less than all of the ADSs in the name of outstanding Principal Amount hereunder pursuant to a person other than the holder of such note. To convert a physical noteConversion Notice, the holder must:  complete and manually sign the conversion noticeCompany shall, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option upon request of the Holder” , promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Amount stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three Trading Days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 3(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in full for any reason, or delivery if the Holder is converting less than all of the ADSs in the name of outstanding Principal Amount hereunder pursuant to a person other than the holder of such note. To convert a physical noteConversion Notice, the holder must:  complete and manually sign the conversion noticeCompany shall, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option upon request of the Holder” , promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Xxxxxx stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three Trading Days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 3(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of frilly paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in frill for any reason, or delivery if the Holder is converting less than all of the ADSs in the name of outstanding Principal Amount hereunder pursuant to a person other than the holder of such note. To convert a physical noteConversion Notice, the holder must:  complete and manually sign the conversion noticeCompany shall, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option upon request of the Holder” , promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the frill outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Xxxxxx stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three Trading Days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Securities, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $25 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Common Stock of the Company pursuant to this Article Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay funds equal to the Company the interest payable on the next subsequent Interest Payment Date, and will be entitled to receive the interest payment date payable on the subsequent Interest Payment Date, on the portion of Securities to which be converted notwithstanding the holder conversion thereof prior to such Interest Payment Date. Notwithstanding the foregoing, if, during an Extension Period, a notice of redemption is not entitled andmailed pursuant to Section 11.06 and a Security is converted after such mailing but prior to the relevant Redemption Date, if required, pay all documentary, stamp or similar issue or transfer taxaccrued but unpaid interest (including Additional Payments, if any, which may ) through the date of conversion shall be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than paid to the holder of such noteSecurity on the Redemption Date. To convert a physical noteExcept as otherwise provided in the immediately preceding two sentences, in the holder must:  complete and manually sign the conversion notice, a form case of any Security which is included on converted, interest whose Stated Maturity is after the reverse side date of the note, or a facsimile conversion of the conversion notice;  deliver the conversion notice, which is irrevocablesuch Security shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest (including Additional Payments, if any) on the holder may not surrender that note Securities being converted, which shall be deemed to be paid in full. If any Security called for conversion until the holder has withdrawn the relevant repurchase notice in accordance redemption is converted, any money deposited with the indentureTrustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. If Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder submits of the Preferred Securities effecting a conversion thereof pursuant to its notes for repurchase, conversion rights under the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateDeclaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. (a) To convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Debentureholder thereof shall deliver to the Conversion Agent an irrevocable Conversion Request setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Debentureholder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Debentures are in certificate form, surrender to the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to exchange such Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $10 principal amount of Debentures for each Preferred Security), and (ii) to immediately convert such Debentures, on behalf of such Debentureholder, into Common Stock pursuant to this Article IV and, if such Preferred Securities are in certificate form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Debentureholder shall be required to pay funds equal to the Company the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the next interest payment date subsequent Interest Payment Date, on the portion of Debentures to which be converted notwithstanding the holder conversion thereof prior to such Interest Payment Date. Except as provided in the immediately preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures is not entitled andmailed or otherwise given to Debentureholder, then, if requiredany Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, pay and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a regular record date and on or prior to the next succeeding Interest Payment Date, all documentary, stamp or similar issue or transfer taxaccrued and unpaid interest on such Debentures (including interest thereon, if any, which may be payable in respect of any transfer involving to the issue extent permitted by applicable law) to such Interest Payment Date, or delivery of (ii) if the ADSs in the name of a person other than the holder date of such note. To convert conversion does not fall on a physical notedate described in clause (i) above, the holder must:  complete all accrued and manually sign the conversion noticeunpaid interest on such Debentures (including interest thereon, a form of which is included on the reverse side of the noteif any, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required extent permitted by applicable law) to the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer most recent Interest Payment Date prior to the date a holder complies with of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the relevant procedures date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for conversion described above as such Interest Payment Date, in which case such interest shall be paid to the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at person who was the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate Debentureholder at the close of business on such regular record date. Except as otherwise set forth above in this paragraph, in the third case of any Debenture which is converted, interest which is payable after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to close of business on the day immediately preceding June 1, 2021 on which the Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Debentureholder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Debentureholder in the Conversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each Person or Persons.

Conversion Procedures. To convert Notes, a beneficial interest Holder must satisfy the requirements set forth in this Section 2.13. To convert the Notes, a global noteHolder must (a) complete and manually sign the irrevocable conversion notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (b) with respect to Notes which are in certificated form, surrender the holder must comply with procedures of Euroclear and Clearstream Notes to the Conversion Agent, or, if the Notes are in effect at that time for book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and transfer to documents if required by the conversion agent through Euroclear Conversion Agent, the Company or the Trustee and Clearstream facilities and(d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be the “Conversion Date.” Notes in respect of which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice may be converted only if such notice is withdrawn in accordance with the terms of Section 2.08 or 2.09, pay funds as the case may be. In case any Note shall be surrendered for partial conversion, 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 Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for conversion. A Holder may convert fewer than all of such Holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount. Upon surrender of a Note for conversion by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company is required to deduct and withhold under applicable law in connection with the conversion; provided, however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon conversion of a Note, a Holder will not receive any cash payment representing accrued and unpaid interest on such Note, except as specified in the immediately following paragraph. Instead, upon a conversion of Notes, the Company will deliver to the surrendering Holder only the consideration specified in Section 2.12. Delivery of cash and Common Shares, if any, upon a conversion of Notes will be deemed to satisfy the Company’s obligation to pay the principal of the Notes and any accrued and unpaid interest thereon. Accordingly, upon a conversion of Notes, any accrued and unpaid interest will be deemed paid in full rather than cancelled, extinguished or forfeited. In no event will the Conversion Rate be adjusted to account for accrued and unpaid interest on the Notes. Upon the conversion of Notes, accrued interest thereon will be deemed to be paid by delivery of the consideration due to the converting Holder upon such conversion, except that Holders of Notes at the close of business on a Regular Record Date for an interest payment will receive payment of interest payable on the next corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the close of business on the applicable Regular Record Date. Notes surrendered for conversion by a Holder after the close of business on any Regular Record Date for an interest payment date and on or prior to which the holder corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is not entitled andto receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to such Interest Payment Date, or (2) with respect to overdue interest, if requiredany overdue interest exists at the time of conversion with respect to such Notes. Upon conversion of a Note, the Company, if it has not elected to deliver cash in lieu of Common Shares, if any, otherwise deliverable upon conversion, will pay all any documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving tax due on the issue or delivery of the ADSs in Common Shares upon such conversion unless the name of tax is due because the Holder requests the Common Shares to be issued or delivered to a person Person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such Common Shares. Certificates representing Common Shares will not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Common Shares. Such Holder shall only acquire such note. To convert a physical note, rights upon the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required delivery by the conversion agentCompany of Common Shares, furnish appropriate endorsements and transfer documentsif any, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureprovisions of Section 2.12 upon a conversion of Notes by a Holder. If a holder submits its notes for repurchaseHolder converts more than one Note at the same time, the holder’s right number of Common Shares, if any, issuable upon the conversion shall be based on the total principal amount of the Notes surrendered for conversion. The Company shall, prior to withdraw issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the repurchase notice and convert conversion of the notes that are subject to repurchase will terminate Notes at the close applicable Conversion Rate. Any Common Shares delivered upon a conversion of business Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Common Shares, if any, upon a conversion of Notes and shall cause to have listed or quoted all such Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which the third business day immediately preceding June 1Common Shares are then listed or quoted. Except as set forth herein, 2021 no other payment or the relevant fundamental change repurchase date, as the case may beadjustment for interest shall be made upon conversion of Notes.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Securities, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Securities are definitive Securities, pay funds equal surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the next interest payment date subsequent Interest Payment Date on the portion of Securities to which be converted notwithstanding the holder is not entitled andconversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect the case of any transfer involving Security which is converted, interest whose Stated Maturity is after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableSecurity shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Securities being converted, the holder may not surrender that note for which shall be deemed to be paid in full. Each conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert Securities, a beneficial Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the “Conversion Date”. On conversion of Securities, any accrued and unpaid interest in a global note, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer respect to the conversion agent converted Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through Euroclear delivery of cash, or a combination of cash and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which Common Stock (together with the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer taxcash payment, if any, in lieu of fractional shares), in exchange for the Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which may shall be payable evidenced by an Officers’ Certificate delivered to the Trustee) of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest, in respect of any transfer involving a Security (w) if the issue or delivery of the ADSs in the name of a person other than the holder of Company calls such note. To convert a physical note, the holder must:  complete Security for redemption and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note such Holder converts its Security prior to the conversion agent;  Redemption Date, (x) if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of Company establishes a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, Purchase Date during the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at period from the close of business on any Regular Record Date to the third opening of business on the corresponding interest payment date that falls within this period or on such interest payment day and such Holder converts its Security prior to close of business on the second Trading Day prior to the Fundamental Change Purchase Date, (y) in respect of which a Conversion Notice was received after 5:00 p.m., New York City time, on the Record Date immediately preceding June 1the final interest payment date or (z) to the extent of any overdue interest, 2021 if any overdue interest exists at the time of conversion with respect to a Security If a Holder converts more than one Security at the same time, the cash and number of shares of Common Stock issuable upon the conversion, if any, shall be based on the total principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee or the relevant fundamental change repurchase dateAuthenticating Agent shall authenticate and deliver to the Holder, as a new Security in an authorized denomination equal in principal amount to the case unconverted portion of the Security surrendered. If the last day on which Securities may bebe converted is a legal holiday in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global note, portion of the holder must comply with procedures of Euroclear and Clearstream in effect at Securities (provided that time for book-entry transfer such principal amount is $50 or an integral multiple thereof) the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion agent through Euroclear and Clearstream facilities andin substantially the form appearing as part of Exhibit A-l hereto or, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name case of a person other than the notice of conversion delivered by a holder of such note. To convert a physical noteTrust Securities, in substantially the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable appearing in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateExhibit A-l, as the case may be, of the Declaration (each, a "Notice of Conversion") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Fleetwood Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Securities held by the Trust (at an exchange rate of $50 principal amount of Securities for each Trust Security) and (ii) to convert such Securities as soon as practicable, on behalf of such holder, into Fleetwood Common Stock pursuant to this Article Thirteen and, if such Trust Securities are in definitive form, surrendering to the Conversion Agent such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear Holder thereof shall (i) sign and Clearstream in effect at that time for book-entry transfer deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") setting forth the principal amount of Debentures to be converted (which shall equal the Principal Amount of One Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion, (ii) if such Debentures are definitive Debentures, surrender to the Conversion Agent the Debentures to be converted, with such endorsements or transfer documents as requested by the Conversion Agent, and (iii) pay any transfer or similar tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable conversion agent through Euroclear request setting forth the information called for by the preceding sentence and Clearstream facilities directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Debentures held by the Trust (at an exchange rate of $1 of principal amount of Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Debentures, on behalf of such holder, into Common Stock pursuant to this Article VII and, if requiredsuch Trust Securities are in definitive form, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp surrendering such Preferred Security Certificates or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateCommon Security Certificates, as the case may be, duly endorsed or assigned to the Trust or in blank. So long as any Trust Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Accrued but unpaid interest will not be paid in cash on Debentures that are converted, nor will such accrued interest be converted into additional shares of Common Stock upon conversion of the Debentures, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for Common Stock received on conversion, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Debentures being converted, which shall be deemed to be paid in full. If any Debentures are converted into shares of Common Stock during the period from (but excluding) a record date to (and including) the next succeeding interest payment date, then either (i) if such Debentures have been called for redemption on a redemption date that occurs during such period, or are to be redeemed in connection with a Special Event which occurs during such period, the Company shall not be required to pay interest on such Interest Payment Date in respect of such Debentures or (ii) if otherwise converted during such period, such Debentures shall be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Securities, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Securities are definitive Securities, pay funds equal surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the next interest payment date subsequent Interest Payment Date on the portion of Securities to which be converted notwithstanding the holder conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is not entitled andprior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect the case of any transfer involving Security which is converted, interest whose Stated Maturity is after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableSecurity shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Securities being converted, the holder may not surrender that note for which shall be deemed to be paid in full. Each conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Capital Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Property Trustee, as conversion agent through Euroclear and Clearstream facilities or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if requiredsuch Debentures are definitive Debentures, pay funds equal surrender to interest payable the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on behalf of such holder, into Common Stock of the next interest payment date Company pursuant to which the holder is not entitled this Article 13 and, if requiredsuch Preferred Securities are in definitive form, pay all documentarysurrendering such Preferred Securities, stamp duly endorsed or similar issue assigned to the Company or transfer taxin blank. So long as any Preferred Securities are outstanding, if anythe Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, which may the Holder of record on the Regular Record Date will be payable entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in respect the immediately preceding sentence, in the case of any transfer involving Debenture which is converted, interest whose Stated Maturity is on or after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableDebenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Debentures being converted, the holder may not surrender that note for which shall be deemed to be paid in full. Each conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Convertible Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion agent through Euroclear and Clearstream facilities (the "Notice of Conversion") setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if requiredsuch Convertible Debentures are definitive Convertible Debentures, pay funds equal surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the next interest payment date subsequent Interest Payment Date on the portion of Convertible Debentures to which be converted notwithstanding the holder is not entitled andconversion thereof prior to such Interest Payment Date. However, if requireda redemption date falls between a record date and the subsequent Interest Payment Date, pay all documentarythe Holder will be entitled to receive, stamp or similar issue or transfer taxon such Interest Payment Date, if anythe interest accrued to, which may be payable but excluding, the redemption date. Except as otherwise provided in respect the first and second sentences of this paragraph, in the case of any transfer involving Convertible Debenture which is converted, interest whose Stated Maturity is after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableConvertible Debenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Convertible Debentures being converted, the holder may not surrender that note for which shall be deemed to be paid in full. Each conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase dateConvertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert a beneficial interest in a global note, Conversion of shares of the Convertible Perpetual Preferred Stock may be effected by any holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer thereof upon the surrender to the conversion agent through Euroclear Corporation, at the principal office of the Corporation or at the office of the Conversion Agent as may be designated by the Board of Directors, of the certificate or certificates for such shares of the Convertible Perpetual Preferred Stock to be converted accompanied by a complete and Clearstream facilities andfully executed Notice of Conversion (as set forth in the form of Convertible Perpetual Preferred Stock certificate attached hereto) along with (A) appropriate endorsements and transfer documents as required by the Registrar or Conversion Agent and (B) if required pursuant to Section 7(c), if required, pay funds equal to interest the dividend payable on the next interest Dividend Payment Date. In case such Notice of Conversion shall specify a name or names other than that of such holder, such notice shall be accompanied by payment date to which of all transfer taxes payable upon the holder is not entitled andissuance of shares of Common Stock in such name or names. Other than such taxes, if required, the Corporation shall pay all any documentary, stamp or similar issue or transfer tax, if any, which taxes that may be payable in respect of any transfer involving the issue issuance or delivery of the ADSs in the name shares of a person other than the holder Common Stock upon conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side shares of the note, or a facsimile Convertible Perpetual Preferred Stock pursuant hereto. The conversion of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note Convertible Perpetual Preferred Stock will be deemed to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect have been made as of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1date (the “Conversion Date”) such certificate or certificates have been surrendered and the receipt of such Notice of Conversion and payment of all required transfer taxes, 2021 if any (or the relevant fundamental change repurchase datedemonstration to the satisfaction of the Corporation that such taxes have been paid). Promptly (but no later than two Business Days) following the Conversion Date, the Corporation shall deliver or cause to be delivered (1) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of the Convertible Perpetual Preferred Stock being converted (or such holder’s transferee) shall be entitled, and (2) if less than the full number of shares of the Convertible Perpetual Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. As of the close of business on the Conversion Date, the rights of the holder of the Convertible Perpetual Preferred Stock as to the case may beshares being converted shall cease except for the right to receive shares of Common Stock (or, where applicable, cash) and the Person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the 1998A Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Trustee, as conversion agent through Euroclear or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion setting forth the principal amount of 1998A Debentures to be converted, and Clearstream facilities the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion together with the 1998A Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Preferred Security for a portion of the 1998A Debentures held by the Trust (at an exchange rate of $50 principal amount at of 1998A Debentures for each $50 of Liquidation Amount of Trust Securities) and (ii) to immediately convert such 1998A Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article and, if requiredsuch Trust Securities are in definitive form, pay funds equal surrendering such Trust Securities to interest payable the Conversion Agent. So long as the Trust Securities are outstanding, the Conversion Agent shall not convert any 1998A Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. If a Notice of Conversion is delivered on or after a Regular Record Date and prior to the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person subsequent Interest Payment Date (other than the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note1998A Debenture which has been called for redemption on a date within such period), the holder may Holder of record on the Regular Record Date will be entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of 1998A Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any 1998A Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such 1998A Debenture shall not surrender that note for be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the 1998A Debentures being converted, which shall be deemed to be paid in full. Each conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase dateTrust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons shall cease to be a record Holder or record Holders of the 1998A Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert Notes, a beneficial interest Holder must satisfy the requirements set forth in this Section 2.13. To convert Notes held in book-entry form, a global note, the holder Holder must comply with procedures of Euroclear and Clearstream in effect at that time for convert by book-entry transfer to the Conversion Agent through the facilities of DTC and the conversion agent through Euroclear notice must comply with all applicable DTC procedures. To convert Notes held in certificated form, a Holder must (a) complete and Clearstream facilities andmanually sign the irrevocable conversion notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (b) surrender the Notes to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Conversion Agent and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for conversion. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change in Control Purchase Notice may be converted only if such notice is withdrawn in accordance with the terms of Section 2.08 or Section 2.09, pay funds as the case may be. In case any Note shall be surrendered for partial conversion, 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 Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for conversion. A Holder may convert fewer than all of such Holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount. Upon surrender of a Note for conversion by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company is required to deduct and withhold under applicable law in connection with the conversion; provided, however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon conversion of a Note a Holder will not receive any cash payment representing accrued and unpaid interest on such Note except as set forth in the following paragraph. Instead, upon a conversion of Notes, the Company will deliver to tendering Holders only the consideration specified in Section 2.12. Delivery of cash and Company Common Stock , if any, upon a conversion of Notes will be deemed to satisfy all of the Company’s obligations to pay the principal amount of the Notes and any accrued and unpaid interest. Accordingly, upon a conversion of Notes, any accrued and unpaid interest will be deemed paid in full rather than cancelled, extinguished or forfeited. In no event will the Conversion Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an interest payment will receive payment of interest payable on the next corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the close of business on the applicable Regular Record Date. Notes tendered for conversion by a Holder after the close of business on any Regular Record Date for an interest payment date and on or prior to which the holder corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is not entitled andto receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to such Interest Payment Date, (2) if a Change in Control Redemption Date has been scheduled that is after such Regular Record Date and on or prior to such Interest Payment Date, or (3) with respect to overdue interest (including Additional Interest), if requiredany overdue interest exists at the time of conversion with respect to such Notes. Upon conversion of a Note, the Company, if it elects to deliver a combination of cash and Net Shares, will pay all any documentary, stamp or similar issue or transfer taxtax due on the issue of the Net Shares upon the conversion, if any, which may unless the tax is due because the Holder requests the shares to be payable in respect of any transfer involving the issue issued or delivery of the ADSs in the name of delivered to a person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such Net Shares. Certificates representing Company Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Company Common Stock. Such Holder shall only acquire such note. To convert a physical note, rights upon the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required delivery by the conversion agentCompany, furnish appropriate endorsements and transfer documentsat its option, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice Net Shares in accordance with the indentureprovisions of Section 2.12 in connection with the conversion by a Holder of Notes. If a holder submits its notes for repurchaseHolder converts more than one Note at the same time, the holder’s right number of Net Shares, if any, issuable upon the conversion shall be based on the total principal amount of the Notes surrendered for conversion. The Company shall, prior to withdraw issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued common stock a sufficient number of shares of Company Common Stock to permit the repurchase notice and convert conversion of the notes that are subject to repurchase will terminate Notes at the close Applicable Conversion Rate. Any Company Common Stock delivered upon a conversion of business Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Company Common Stock , if any, upon a conversion of Notes and shall cause to have listed or quoted all such Company Common Stock on each U.S. national securities exchange or over-the-counter or other domestic market on which the third business day immediately preceding June 1shares of Company Common Stock are then listed or quoted. Except as set forth herein, 2021 no other payment or the relevant fundamental change repurchase date, as the case may beadjustment for interest shall be made upon conversion of Notes.

Conversion Procedures. (a) To convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Conversion Request setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Debentures are definitive Debentures, surrender to the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to exchange such Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on behalf of such Holder, into Common Stock pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Conversion Request is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay funds equal to the Company the interest payable to the Holder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the next subsequent Interest Payment Date, on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as provided in the immediately preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if, during an Extension Period, a notice of redemption of Debentures is mailed or otherwise given to Holders of Debentures pursuant to Section 11.6 of this Indenture and a Holder of Debentures converts any Debentures into Common Stock after the date on which such notice of redemption is mailed or otherwise given but prior to the relevant Redemption Date, all accrued but unpaid interest payment date to which the holder is not entitled and(including Additional Interest, if requiredapplicable) through the date of conversion shall be paid the Holder of such Debenture on the Redemption Date. Except as otherwise provided in the immediately preceding two sentences, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect the case of any transfer involving the issue or delivery of the ADSs in the name of Debenture converted by a person other than the holder Holder of such note. To convert Debenture, interest with a physical note, the holder must:  complete and manually sign the conversion notice, a form of Stated Maturity which is included on after the reverse side date of the note, or a facsimile conversion of the conversion notice;  deliver the conversion notice, which is irrevocablesuch Debenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest (including Additional Interest, if applicable) on the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice Debentures being converted, which shall be deemed to be paid in accordance with the indenturefull. If any Debenture called for redemption is converted, any money deposited with Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the last paragraph of Section 3.7 of this Indenture and this paragraph) be paid to the Company upon Company Request, or if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder submits of the Preferred Securities effecting a conversion thereof pursuant to its notes for repurchase, conversion rights under the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Conversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each Person or Persons.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Property Trustee, as conversion agent through Euroclear and Clearstream facilities or to such other agent appointed for such purposes (the "Conversion Agent"), an irrevocable Notice of Conversion setting forth the -70- 78 principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion and, if requiredsuch Debentures are definitive Debentures, pay funds equal surrender to interest payable the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on the next interest payment date behalf of such holder, into Company Common Stock pursuant to which the holder is not entitled this Article 13 and, if requiredsuch Preferred Securities are in definitive form, pay all documentarysurrendering such Preferred Securities, stamp duly endorsed or similar issue assigned to the Company or transfer taxin blank. So long as any Preferred Securities are outstanding, if anythe Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, which may the Holder of record on the Regular Record Date will be payable entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in respect the immediately preceding sentence, in the case of any transfer involving Debenture which is converted, interest whose Stated Maturity is on or after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableDebenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Debentures being converted, the holder may not surrender that note which shall be deemed to be paid in full. Debentures submitted for conversion until prior to the holder has withdrawn the relevant repurchase notice expiration of conversion rights as provided in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right Section 13.3 shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Company Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Company Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons. -71- 79 (b) The Company's delivery upon conversion of the fixed number of shares of Company Common Stock into which the Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Debentures so converted and any unpaid interest (including Additional Interest) accrued on such Debentures at the time of such conversion.

Conversion Procedures. To convert The optional conversion of shares of Series A Preferred Stock in accordance with Section 4(a) may be effected by a beneficial interest holder of record thereof by making written demand for such conversion (a "Conversion Demand") upon the Company at its principal executive offices setting forth therein: (i) the number of shares to be converted; (ii) the certificate or certificates representing such shares; and (iii) the proposed date of such conversion, which shall be a business day not less than 15 nor more than 30 days after the date of such Conversion Demand (the "Conversion Date"). Within five days of receipt of the Conversion Demand, the Company shall give written notice (a "Conversion Notice") to such holder setting forth therein: (i) the address of the place or places at which the certificate or certificates representing the shares so to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be indorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such indorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such holder at such holder's address as may be set forth in a global notethe Conversion Demand. On or before the Conversion Date, the holder must comply with procedures of Euroclear and Clearstream in effect at that time Series A Preferred Stock to be converted shall surrender the certificate or certificates representing such shares, duly indorsed for book-entry transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the conversion agent through Euroclear and Clearstream facilities andCompany at any place set forth in such notice or, if requiredno such place is so set forth, pay funds equal to interest payable on at the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery principal executive offices of the ADSs in Company. As soon as practicable after the name Conversion Date and the surrender of a person other than the holder of certificate or certificates representing such note. To convert a physical noteshares, the holder must:  complete Company shall issue and manually sign the conversion noticedeliver to such holder, or its nominee, a form certificate or certificates for the number of which is included on the reverse side whole shares of the note, or a facsimile of the Common Stock issuable upon such conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureprovisions hereof. If a holder submits its notes for repurchaseUpon surrender of certificates of Series A Preferred Stock to be converted in part, the holder’s right to withdraw Company shall issue a balance certificate representing the repurchase notice and convert the notes that are subject to repurchase will terminate at the close number of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may befull shares of Series A Preferred Stock not so converted.

Conversion Procedures. To convert a beneficial interest in Note, a global note, the holder Holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  (i) complete and manually sign a conversion notice in substantially the conversion notice, a form of which is included on the reverse side of the note, set forth in Schedule 2 (Conversion Notice) or a facsimile of the conversion notice;  Conversion Notice and deliver such notice to a Conversion Agent, (ii) surrender the conversion notice, which is irrevocable, Note to a Conversion Agent and the note to the conversion agent;  if required by the conversion agent, (iii) furnish appropriate endorsements and transfer documents, and ADS delivery instructions documents if required by the ADS depositary;  if required, pay funds equal to interest payable Note Registrar or the Conversion Agent. The date on the next interest payment date to which the holder Holder satisfies all of those requirements is not entitled; and  if requiredthe Conversion Date. A Conversion Notice is irrevocable upon delivery to the Conversion Agent. Anything herein to the contrary notwithstanding, pay any tax or duty which in the case of Global Notes, Conversion Notices may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of delivered and such note. We refer to the date a holder complies with the relevant procedures Notes may be surrendered for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureApplicable Procedures as in effect from time to time. The Person in whose name the ADSs are registered shall be deemed to be the holder of record of such ADSs at the Close of Business on the applicable Conversion Date. Upon conversion of a Note, a Holder will receive a cash payment in respect of (i) interest on the principal amount of such Note, or the portion thereof converted, accrued and unpaid in the period from (and including) the immediately preceding Interest Payment Date to (but excluding) the Conversion Date and (ii) Defaulted Interest (if any). Delivery to the Holder of the full number of ADSs into which the Note is convertible, together with any cash payment for (a) interest or Defaulted Interest due on the Notes and (b) any fractional ADSs pursuant to Section 4.4, will be deemed to satisfy the Company’s obligation with respect to such Note. If a holder submits its notes for repurchaseHolder converts more than one Note at the same time, the holder’s right to withdraw number of ADSs issuable upon the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business conversion shall be based on the third business day immediately preceding June 1aggregate principal amount of Notes converted. Upon surrender of a Note that is converted in part, 2021 or the relevant fundamental change repurchase dateCompany shall execute, as and the case may beNote Registrar shall authenticate and deliver to the holder, a new Note equal in principal amount to the principal amount of the unconverted portion of the Note surrendered.

Conversion Procedures. To (a) In order to convert all or --------------------- a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the [Property Trustee, as] conversion agent through Euroclear and Clearstream facilities or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if requiredsuch Debentures are definitive Debentures, pay funds equal surrender to interest payable the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. [In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on behalf of such holder, into Common Stock of the next interest payment date Company pursuant to which the holder is not entitled this Article 13 and, if requiredsuch Preferred Securities are in definitive form, pay all documentarysurrendering such Preferred Securities, stamp duly endorsed or similar issue assigned to the Company or transfer taxin blank. So long as any Preferred Securities are outstanding, if anythe Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities.] If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, which may the Holder of record on the Regular Record Date will be payable entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in respect the immediately preceding sentence, in the case of any transfer involving Debenture which is converted, interest whose Stated Maturity is on or after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableDebenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Debentures being converted, the holder may not surrender that note for which shall be deemed to be paid in full. Each conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or Holders in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert a beneficial interest in Security, a global note, Holder must (a) complete and manually sign the holder must comply with procedures Conversion Notice or a facsimile of Euroclear the conversion notice on the back of the Security (the "Conversion Notice") and Clearstream in effect at that time for book-entry transfer deliver such notice to the conversion agent through Euroclear Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and Clearstream facilities andtransfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if required, pay funds equal to the interest payable on the next interest payment Interest Payment Date. The date to on which the holder Holder satisfies all of those requirements is not entitled the "Conversion Date." The Issuer shall deliver to the Holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined by the Issuer, a certificate for the number of whole shares of Common Stock issuable upon the conversion and, if requiredapplicable, pay all documentarycash in lieu of any fractional shares pursuant to Section 12.08. Anything herein to the contrary notwithstanding, stamp or similar issue or transfer taxin the case of Global Securities, if any, which Conversion Notices may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of delivered and such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which Securities may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures surrendered for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureapplicable procedures of the Depositary as in effect from time to time. If The Person in whose name the Common Stock certificate is registered shall be deemed to be a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate shareholder of record at the close of business on the third date on which the Applicable Stock Price is determined by the Issuer with respect to the applicable Conversion Date; provided, however, that if any such date is a date when the stock transfer books of the Issuer are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Issuer are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Security, except for conversion during the period from the close of business day on any Regular Record Date immediately preceding June 1any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date, 2021 in which case the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date, that portion of accrued and unpaid interest, including Contingent Interest, if any, on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the relevant fundamental change repurchase dateHolder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof, and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the case may beextent thereof, first in exchange for accrued and unpaid interest (including Contingent Interest, if any) accrued through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Principal Amount of the Security being converted pursuant to the provisions hereof. The Issuer agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Security shall be deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any cash payment in lieu of fractional shares) as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b). If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate Principal Amount of Securities converted. Upon surrender of a Security that is converted in part, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount equal to the Principal Amount of the unconverted portion of the Security surrendered.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Property Trustee, as conversion agent through Euroclear and Clearstream facilities or to such other agent appointed for such purposes (the "CONVERSION AGENT") an irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if requiredsuch Debentures are definitive Debentures, pay funds equal surrender to interest payable the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $25 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on the next interest payment date behalf of such holder, into Common Stock pursuant to which the holder is not entitled this Article 13 and, if requiredsuch Preferred Securities are in definitive form, pay all documentarysurrendering such Preferred Securities, stamp duly endorsed or similar issue assigned to the Company or transfer taxin blank. So long as any Preferred Securities are outstanding, if anythe Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, which may the Holder of record on the Regular Record Date will be payable entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in respect the immediately preceding sentence, in the case of any transfer involving Debenture which is converted, interest whose Stated Maturity is on or after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableDebenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Debentures being converted, the holder may not surrender that note which shall be deemed to be paid in full. Debentures submitted for conversion until prior to the holder has withdrawn the relevant repurchase notice expiration of conversion rights as provided in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right Section 13.3 shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "CONVERSION DATE") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 4(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in full for any reason, or delivery if the Holder is converting less than all of the ADSs in the name of outstanding Principal Amount hereunder pursuant to a person other than the holder of such note. To convert a physical noteConversion Notice, the holder must:  complete and manually sign the conversion noticeCompany shall, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option upon request of the Holder” , promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Xxxxxx stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three Trading Days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To convert If you hold a beneficial interest in a global note, the holder to convert you must comply with DTC’s procedures of Euroclear and Clearstream for converting a beneficial interest in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities a global note and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is you are not entitled and, if required, pay all documentary, stamp transfer or similar issue or transfer taxtaxes, if any. As such, which may be payable in respect of any transfer involving the issue or delivery if you are a beneficial owner of the ADSs in the name of a person other than the holder notes, you must allow for sufficient time to comply with DTC’s procedures if you wish to exercise your conversion rights. Your exercise of such noteconversion rights shall be irrevocable. To convert If you hold a physical certificated note, the holder to convert you must:  · complete and manually sign the conversion notice, a form of which is included notice on the reverse side back of the note, or a facsimile of the conversion notice;  · deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  · if required by the conversion agentrequired, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  · if required, pay funds equal to the interest payable on the next interest payment date to which the holder is you are not entitled; and  · if required, pay all transfer or similar taxes, if any. We will pay any tax documentary, stamp or duty which may be payable in respect of any transfer involving the similar issue or delivery transfer tax on the issuance of the ADSs shares of our common stock upon conversion of the notes, unless the tax is due because the holder requests such shares to be issued in the a name of a person other than the holder’s name, in which case the holder of such notemust pay the tax. We refer to the date a holder complies you comply with the relevant procedures for conversion described above as the “‘‘conversion date.” ’’ If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— ‘‘—Fundamental Change Permits Holders to Require Us to Repurchase Notes” ’’ with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the relevant provisions of the indenture. If a holder submits its notes for required repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.

Conversion Procedures. To convert a beneficial interest in 2021 Debenture, a global note, the holder Holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  (a) complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, notice or a facsimile of the conversion notice;  Conversion Notice on the back of the 2021 Debenture and deliver such notice to a Conversion Agent, (b) surrender the conversion notice2021 Debenture to a Conversion Agent, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, (c) furnish appropriate endorsements and transfer documents, and ADS delivery instructions documents if required by the ADS depositary;  Security Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required, pay funds equal to interest payable . The date on the next interest payment date to which the holder Holder satisfies all of those requirements is not entitled; the "Conversion Date." Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such 2021 Debentures shall be converted into Common Stock or paid in cash or a combination of cash and  if requiredCommon Stock, pay unless the Company shall have delivered to such Holder notice of redemption pursuant to Section 11.4 of the Indenture and the Conversion Date occurs before the Redemption Date set forth in such notice. If the Company shall have notified the Holder that all of such 2021 Debentures shall be converted into Common Stock, the Company shall deliver to the Holder through the Conversion Agent, as soon as practicable but in any tax or duty which may be payable event no later than the fifth Business Day following the Conversion Date, a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in respect lieu of any transfer involving fractional shares pursuant to Section 406. Except as otherwise provided in this Article Four, if the issue Company shall have notified the Holder that all or delivery of the ADSs in the name of a person other than the holder portion of such note. We refer 2021 Debenture shall be paid in cash, the Company shall deliver to the date a holder complies with Holder surrendering such 2021 Debenture the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase amount of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” cash payable with respect to such 2021 Debenture no later than the tenth Business Day following such Conversion Date, together with a notecertificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 406 hereof. Except as otherwise provided in this Article Four, the holder Company may not surrender that note change its election with respect to the consideration to be delivered upon conversion of a 2021 Debenture once the Company has notified the Holder in accordance with this paragraph. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such 2021 Debentures may be surrendered for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureApplicable Procedures of the Depositary as in effect from time to time. If The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a 2021 Debenture on any date when the stock transfer books of the Company are closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder submits its notes or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate all purposes at the close of business on the next succeeding day on which such stock transfer books are open; PROVIDED FURTHER, HOWEVER, that such conversion shall be at the Conversion Rate in effect on the date that such 2021 Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a 2021 Debenture, such Person shall no longer be a Holder of such 2021 Debenture. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a 2021 Debenture, except as provided below in the case of certain 2021 Debentures or portions thereof called for redemption described in Section 304 hereof, that portion of accrued and unpaid interest on the converted 2021 Debenture attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date attributable to the most recent accrual date with respect to the converted 2021 Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the 2021 Debenture being converted pursuant to the provisions hereof, and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such cash payment), or cash in lieu thereof, shall be treated as issued in exchange for the principal amount of the 2021 Debenture being converted pursuant to the provisions hereof. If a Holder converts more than one 2021 Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of 2021 Debentures converted. Upon surrender of a 2021 Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new 2021 Debenture equal in principal amount to the principal amount of the unconverted portion of the 2021 Debenture surrendered. 2021 Debentures or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except for 2021 Debentures called for redemption pursuant to Article Five hereof on a Redemption Date that occurs during the period between a Regular Record Date and the third business day after the Interest Payment Date to which such Regular Record Date relates) be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the principal amount of 2021 Debentures or portions thereof being surrendered for conversion. The Holders' rights to convert 2021 Debentures into Common Stock are subject to the Company's right to elect instead to pay each such Holder the amount of cash set forth in the next succeeding sentence (or an equivalent amount in a combination of cash and shares of Common Stock), in lieu of delivering such Common Stock; PROVIDED, HOWEVER, that if an Event of Default (other than a default in a cash payment upon conversion of the 2021 Debentures) shall have occurred and be continuing, the Company shall deliver Common Stock in accordance with this Article, whether or not the Company has delivered a notice pursuant to Section 11.4 of the Indenture or Section 405 hereof to the effect that the Debentures would be paid in cash or a combination of cash and Common Stock. The amount of cash to be paid pursuant to Section 405 hereof for each $1,000 of principal amount of a 2021 Debenture (or portion thereof) upon conversion shall be equal to the average Sale Price of the Common Stock for the five consecutive trading days immediately preceding June 1following (i) the date of the Company's notice of its election to deliver cash upon conversion, 2021 if the Company shall not have given a notice of redemption pursuant to Section 11.4 of the Indenture, or (ii) the relevant fundamental change repurchase dateConversion Date, as in the case may beof a conversion following such a notice of redemption specifying an intent to deliver cash upon conversion, in either case multiplied by the Conversion Rate (or appropriate fraction of such Conversion Rate) in effect on such Conversion Date.

Conversion Procedures. To Holders wishing to exercise their conversion right must deliver an irrevocable Conversion Notice, together, if the Notes are in certificated form, with the certificated security to the Conversion Agent. The Business Day following the day the Noteholder deposits a duly completed Conversion Notice and all other required certificates is the "Conversion Date". Within two Business Days of the Conversion Date, the Conversion Agent will deliver the Conversion Notice to the Company, and the Company will convert the Notes in accordance with this Indenture. Noteholders may obtain copies of the required form of the Conversion Notice from the Conversion Agent. Upon conversion, the Company will have satisfied its conversion obligation. The Conversion Notice must, among other things, state whether the converting holder wishes to receive Ordinary Shares or (subject to compliance with the procedures described in this Indenture) ADSs in respect of his or her conversion right. The Company will not issue fractional shares of its Ordinary Shares upon conversion of the Notes. In lieu of fractional shares otherwise issuable (calculated on an aggregate basis in respect of all the Notes surrendered for conversion), Noteholders will be entitled to receive cash in an amount equal to the value of such fractional shares, based on the applicable share price. The Company will deliver the Conversion Consideration to Noteholders no later than the fifth Business Day following the Conversion Date. Upon conversion of Notes, Noteholders generally will not receive any cash payment of interest. By delivering to the holder the cash payment and the number of Ordinary Shares or ADSs issuable upon conversion (if any), the Company will have satisfied its obligation with respect to the Notes. That is, accrued but unpaid interest, if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited. The Company will not adjust the Conversion Rate to account for accrued interest. Notwithstanding the foregoing, if Noteholders convert after a beneficial record date for an interest in payment but prior to the corresponding Interest Payment Date, they will receive on that Interest Payment Date accrued interest on those Notes, notwithstanding the conversion of those notes prior to that Interest Payment Date, because they will have been the holder of record on the corresponding record date. However, at the time they surrender any notes for conversion, Noteholders must pay to the Company an amount equal to the interest that has accrued and that will be paid with respect to the Notes being converted on the related Interest Payment Date. The preceding sentence does not apply, however, to notes that are converted after the Company has specified a global noteredemption date that is after a record date for an interest payment but on or prior to the corresponding Interest Payment Date. Accordingly, if the Company elects to redeem Notes on a date that is after a record date for an interest payment but on or prior to the corresponding Interest Payment Date, and holders choose to convert their notes, they will not be required to pay the Company, at the time they surrender their notes for conversion, the amount of interest they will receive on the date that has been fixed for redemption, if any. Upon exercise of a conversion right, the holder must comply with procedures of Euroclear will be required to make the representations and Clearstream agreements set forth in effect at that time for book-entry transfer the Conversion Notice in substantially the form attached to this Indenture. If a Note is converted prior to the time that a shelf registration statement in respect of the Ordinary Shares has been filed and declared effective, the Ordinary Shares issuable upon conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which will not be issued or delivered in a name other than that of the holder is of the Note, and will bear a restrictive legend and may not entitled andbe deposited pursuant to the Deposit Agreement against the issuance of ADSs except as set forth in the form of Conversion Notice. If Noteholders convert notes, if required, the Company will pay all documentary, any documentary stamp or similar issue or transfer tax due on the issuance of Ordinary Shares upon the conversion, unless the tax is due because holders request the shares to be issued or delivered in a name other than their own, in which case they will pay the tax. Certificates representing Ordinary Shares will be issued or delivered only after all applicable taxes and duties payable by Noteholders, if any, which may have been paid. The Ordinary Shares delivered upon exercise of conversion rights will be payable in respect of any transfer involving the issue or delivery deemed to be delivered as of the ADSs in relevant conversion time and the name of a person other than the holder of such note. To convert a physical noteDepositary (or its nominee), the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs such person named in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateConversion Notice, as the case may be, will as of the relevant conversion time, be deemed and treated by the Company for all purposes as the holder of record of the number of Ordinary Shares represented by the ADSs, or the number of Ordinary Shares to be delivered upon conversion of the relevant Notes. Immediately after each Conversion Date, the Company will ensure that all necessary steps are taken for the due issuance and delivery of any Ordinary Shares issuable on conversion of the relevant notes or ADSs representing such Ordinary Shares. The Company will be required, prior to the issuance of the ADSs, to pay applicable deposit fees set forth in the Deposit Agreement.

Conversion Procedures. To convert a beneficial interest The Common Shares (or other shares, securities or property) into which the outstanding shares of Series B Preferred Stock are convertible as computed in a global notethis Subsection 9(c)(iii) shall, promptly after delivery to the Corporation of written notice of any conversion election, or promptly after the occurrence of any Automatic Conversion Event, and upon surrender to the Corporation of the certificates representing the Series B Preferred Stock to be converted, duly endorsed in blank or accompanied by signed instruments appropriate for transfer, be issued and delivered as soon as practicable to the holders of Series B Preferred Stock in due and proper form, and shall be fully paid and nonassessable; as to any portion of the shares so surrendered which are not subject to such conversion election, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Corporation shall promptly issue to the conversion agent through Euroclear holder thereof a certificate in due and Clearstream facilities and, if required, pay funds equal proper form representing the shares of Series B Preferred Stock which have not been so converted. Conversion shall be deemed to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate have been made at the close of business on the third business day immediately preceding June 1date that notice of such written election was given by the holder, 2021 or on the relevant fundamental change repurchase datedate that the Corporation's Board of Directors elected to declare an Automatic Conversion Event, irrespective of the date on which such surrender or issuance may occur, and as of such election date each such holder shall be deemed to have become the case may berecord holder of such respective number of Common Shares (or other shares, securities or property), and the Series B Preferred Stock so converted shall be deemed forthwith cancelled and shall not thereafter be deemed authorized or subject to reissuance. No adjustment shall be made in the number of Common Shares issuable upon conversion to reflect declared, but unpaid, dividends on Series B Preferred Stock, but such dividends for which the payment date has passed shall be paid in cash as of the date of conversion of the shares of Series B Preferred Stock as to which they are owing. The Corporation shall not be required to issue any fraction of Common Shares upon conversion of Series B Preferred Stock; if any fraction of Common Shares would, except for the foregoing clause, be issuable to any holder on the conversion of Series B Preferred Stock, the Corporation shall pay to each holder of such converted Series B Preferred Stock an amount in cash equal to the then current fair market value of such fractional interest.

Conversion Procedures. To convert Securities, a beneficial Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the “ Conversion Date ”. On conversion of Securities, any accrued and unpaid interest in a global note, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer respect to the conversion agent converted Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through Euroclear delivery of cash, or a combination of cash and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which Common Stock (together with the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer taxcash payment, if any, in lieu of fractional shares), in exchange for the Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which may shall be payable evidenced by an Officers’ Certificate delivered to the Trustee) of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest, in respect of any transfer involving a Security (w) if the issue or delivery of the ADSs in the name of a person other than the holder of Company calls such note. To convert a physical note, the holder must:  complete Security for redemption and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note such Holder converts its Security prior to the conversion agent;  Redemption Date, (x) if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of Company establishes a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, Purchase Date during the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at period from the close of business on any Regular Record Date to the third opening of business on the corresponding interest payment date that falls within this period or on such interest payment day and such Holder converts its Security prior to close of business on the second Trading Day prior to the Fundamental Change Purchase Date, (y) in respect of which a Conversion Notice was received after 5:00 p.m., New York City time, on the Record Date immediately preceding June 1the final interest payment date or (z) to the extent of any overdue interest, 2021 if any overdue interest exists at the time of conversion with respect to a Security If a Holder converts more than one Security at the same time, the cash and number of shares of Common Stock issuable upon the conversion, if any, shall be based on the total principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee or the relevant fundamental change repurchase dateAuthenticating Agent shall authenticate and deliver to the Holder, as a new Security in an authorized denomination equal in principal amount to the case unconverted portion of the Security surrendered. If the last day on which Securities may bebe converted is a legal holiday in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. To convert a beneficial interest in Note, a global note, the holder must comply with procedures (a) complete and manually sign the Conversion Notice or a facsimile of Euroclear the Conversion Notice (a "CONVERSION NOTICE") in the form set forth on the reverse of the Note and Clearstream in effect at that time for book-entry transfer deliver such notice to the conversion agent through Euroclear agent, (b) surrender the Note to the conversion agent, (c) furnish appropriate endorsements and Clearstream facilities andtransfer documents if required by the Registrar or the conversion agent, (d) pay any transfer or similar tax, if required and (e) if required, pay funds equal to the interest payable on the next interest payment date to date. The date, within the time periods set forth in Section 14.01, on which the holder satisfies all of those requirements is not entitled andthe "CONVERSION DATE." Except as provided in Section 14.05(j), if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than Company shall deliver to the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by through the conversion agent, furnish appropriate endorsements and transfer documentsno later than the third Business Day following the Conversion Date, and ADS delivery instructions a certificate for the number of whole shares of Common Stock issuable upon the conversion and, if required applicable, cash in lieu of any fractional shares pursuant to Section 14.03. In the case of a Global Note, the Conversion Notice shall be completed by a Depositary participant on behalf of the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which beneficial holder. Conversion Notices may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of delivered and such note. We refer to the date a holder complies with the relevant procedures Notes may be surrendered for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureapplicable procedures of the Depositary as in effect from time to time. If In order to cause a Depositary participant to complete a Conversion Notice, a beneficial holder submits its notes for repurchasemust complete, or cause to be completed, the holder’s right appropriate instruction form for conversion pursuant to withdraw the repurchase notice and convert Depositary's book-entry conversion program. The Person in whose name the notes that are subject Common Stock certificate is registered shall be deemed to repurchase will terminate be a shareholder of record at the close of business on the third applicable Conversion Date; PROVIDED, HOWEVER, that if any such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Company are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 14. On conversion of a Note, except for conversion during the period from the close of business day on any record date immediately preceding June 1, 2021 or any interest payment date to the relevant fundamental change repurchase close of business on the Business Day immediately preceding such interest payment date, in which case the holder on such record date shall receive the interest payable on such interest payment date, that portion of accrued and unpaid interest on the converted Note attributable to the period from the most recent interest payment date (or, if no interest payment date has occurred, from the date of original issuance of the Notes) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the case may beextent thereof, first in exchange for accrued and unpaid interest accrued through the Conversion Date and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Note being converted pursuant to the provisions hereof. If a holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Notes converted. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the holder, a new Note equal in principal amount to the principal amount of the unconverted portion of the Note surrendered. Notes or portions thereof surrendered for conversion during the period from the close of business on any record date immediately preceding any interest payment date to the close of business on the Business Day immediately preceding such interest payment date shall be accompanied by payment to the Company or its order, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest payable on such interest payment date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; PROVIDED that no such payment need be made if (1) the Company has specified a redemption date that occurs during the period from the close of business on a record date to the close of business on the Business Day immediately preceding the interest payment date to which such record date relates, (2) the Company has specified a Designated Event Redemption Date during such period or (3) any overdue interest exists on the Conversion Date with respect to the Notes converted, but only to the extent of overdue interest.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Convertible Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Convertible Debentures are definitive Convertible Debentures, pay funds equal surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $25 liquidation amount of Convertible Debentures for each Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Company Common Stock of the Company pursuant to this Article Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the next subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest payment whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to which the holder is not entitled andmake any other payment, if required, pay all documentary, stamp adjustment or similar issue or transfer taxallowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which may shall be payable deemed to be paid in respect full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any transfer involving the issue or delivery right of the ADSs Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the name last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a person other than the holder of such note. To convert the Preferred Securities effecting a physical note, conversion thereof pursuant to its conversion rights under the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateTrust Agreement, as the case may be. The Person or Persons entitled to receive the Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Company Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Company Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert Securities, a beneficial Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the “Conversion Date”). On conversion of Securities, any accrued and unpaid interest in a global note, the holder must comply [and Unpaid Additional Interest Payments] with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer respect to the conversion agent converted Securities shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on delivery of the next interest payment date to which Common Stock (together with the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer taxcash payment, if any, which may be payable in respect lieu of any transfer involving fractional shares), in exchange for the issue or delivery of Securities being converted pursuant to the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableprovisions hereof, and the note Fair Market Value of shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the conversion agent;  if required by extent thereof, first in exchange for interest accrued and unpaid through the conversion agent, furnish appropriate endorsements Conversion Date [and transfer documentsUnpaid Additional Interest Payments], and ADS delivery instructions the balance, if required by the ADS depositary;  if requiredany, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of such Fair Market Value of any transfer involving such Common Stock (and any such cash payment) shall be treated as issued in exchange for the issue or delivery principal amount of the ADSs in the name of a person other than the holder of such note. We refer Securities being converted pursuant to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureprovisions hereof. If a holder submits its notes for repurchaseHolder converts more than one Security at the same time, the holder’s right to withdraw number of shares of Common Stock issuable upon the repurchase notice conversion, and convert the notes that are subject to repurchase will terminate at cash payment, if any, in lieu of fractional shares, shall be based on the total principal amount of the Securities converted. Securities surrendered for conversion during the period from the close of business on (i) any Record Date to the third opening of business on the corresponding interest payment date or (ii) any Dividend Record Date to the opening of business on the corresponding Additional Interest Payment date, in each case except for (i) Securities in respect of which a Redemption Date has been declared that falls after such Record Date and on or prior to the corresponding interest payment date, (ii) Securities in respect of which a Change of Control Purchase Date has been established that falls within this period or on such interest payment day immediately preceding June 1or (iii) to the extent of any overdue interest, 2021 if any overdue interest exists at the time of conversion with respect to a Security, must be accompanied by payment of an amount equal to the interest and Additional Interest Payment payable to the Holder on such interest payment date or the relevant fundamental change repurchase dividend payment date, as applicable. Upon surrender of a Security that is converted in part, the case Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security of the same series in an amount equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Securities may bebe converted is a legal holiday in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

Conversion Procedures. (a) To convert all or a beneficial interest in a global noteportion of the Secu- rities, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Securities are definitive Securities, pay funds equal surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a Holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $50 liquidation amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such Holder, into Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after a Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of Securities to be converted, as reflected in the Security Register at 5:00 p.m. (New York City time) on such Regular Record Date, will be entitled to receive the interest payable on the next subsequent Interest Payment Date on such Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as provided in the immediately preceding sentence, the Company shall not make, nor be required to make, any payment, allowance or adjustment with respect to accrued but unpaid interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax(including any Additional Payments, if any), which may be payable whether or not in respect arrears, on converted Securities; pro- - 79 - 88 1309. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any transfer involving the issue or delivery right of the ADSs Holder of such Security or any Predecessor Security to receive interest as provided in the name last paragraph of Section 307 or in this Section 1302) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a person other than the holder of such note. To convert the Preferred Securities effecting a physical note, conversion thereof pursuant to its conversion rights under the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateDeclaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 4(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder and any Repayment Date shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in full for any reason, or delivery if the Holder is converting less than all of the ADSs in the name of outstanding Principal Amount hereunder pursuant to a person other than the holder of such note. To convert a physical noteConversion Notice, the holder must:  complete and manually sign the conversion noticeCompany shall, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option upon request of the Holder” , promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company., so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Amount stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three Trading Days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 4(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder and any Repayment Date shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in full for any reason, or delivery if the Holder is converting less than all of the ADSs in the name of outstanding Principal Amount hereunder pursuant to a person other than the holder of such note. To convert a physical noteConversion Notice, the holder must:  complete and manually sign the conversion noticeCompany shall, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option upon request of the Holder” , promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Amount stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three Trading Days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To convert a beneficial interest in a global note, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Property Trustee, as conversion agent through Euroclear and Clearstream facilities or to such other agent appointed for such purposes (the "CONVERSION AGENT") an irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Class A Common Stock should be issued upon conversion and, if requiredsuch Debentures are definitive Debentures, pay funds equal surrender to interest payable the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to convert such Preferred Securities into Class A Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $25 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on the next interest payment date behalf of such holder, into Class A Common Stock pursuant to which the holder is not entitled this Article 13 and, if requiredsuch Preferred Securities are in definitive form, pay all documentarysurrendering such Preferred Securities, stamp duly endorsed or similar issue assigned to the Company or transfer taxin blank. So long as any Preferred Securities are outstanding, if anythe Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, which may the Holder of record on the Regular Record Date will be payable entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in respect the immediately preceding sentence, in the case of any transfer involving Debenture which is converted, interest whose Stated Maturity is on or after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableDebenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Debentures being converted, the holder may not surrender that note which shall be deemed to be paid in full. Debentures submitted for conversion until prior to the holder has withdrawn the relevant repurchase notice expiration of conversion rights as provided in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right Section 13.3 shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "CONVERSION DATE") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert a beneficial interest in Security, a global note, Holder must (a) complete and manually sign the holder must comply with procedures Conversion Notice or a facsimile of Euroclear the Conversion Notice on the back of the Security and Clearstream in effect at that time for book-entry transfer deliver such notice to the conversion agent through Euroclear Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and Clearstream facilities andtransfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if required, pay funds equal to the interest payable on the next interest payment Interest Payment Date. The date to on which the holder Holder satisfies all of those requirements is not entitled the "Conversion Date." Except as set forth in Section 11.06, within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Securities shall be converted into Common Stock or paid in cash or a combination of cash and Common Stock (unless the Company shall have already done so pursuant to a notice of redemption pursuant to Section 10.03 in respect of a Conversion Date occurring before the Redemption Date set forth in such notice). If the Company shall have notified the Holder that all of such Securities shall be converted into Common Stock or a combination of cash and Common Stock, or if such conversion is a Principal Value Conversion, the Company shall deliver to the Holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of whole shares of Common Stock issuable upon the conversion and, if requiredapplicable, pay all documentary, stamp or similar issue or transfer taxcash in lieu of such Common Stock and cash in lieu of any fractional shares pursuant to Section 11.08. Except as otherwise provided in this Article 11, if anythe Company shall have notified the Holder that all or a portion of such Security shall be paid solely in cash, which may be payable in respect the Company shall deliver to the Holder surrendering such Security the amount of any transfer involving the issue cash per Security (or delivery of the ADSs in the name a portion of a person other than the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note Security) equal to the conversion agent;  if required Applicable Stock Price multiplied by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable Conversion Rate in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” effect with respect to a notesuch Conversion Date no later than the tenth Business Day following such Conversion Date. Except as otherwise provided in this Article 11, the holder Company may not surrender that note change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. Anything herein to the contrary notwithstanding, in the case of Global Securities, Conversion Notices may be delivered and such Securities may be surrendered for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureapplicable procedures of the Depositary as in effect from time to time. If The Person in whose name the Common Stock certificate is registered shall be deemed to be a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate shareholder of record at the close of business on the third date on which the Applicable Stock Price is determined with respect to the applicable Conversion Date; provided however, that if any such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Company are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Security, except for conversion during the period from the close of business day on any Regular Record Date immediately preceding June any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date, in which case the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date, that portion of accrued and unpaid interest, including Contingent Interest, if any, on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof, and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest (including Contingent Interest, if any) accrued through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such cash payment), or cash in lieu thereof, shall be treated as issued in exchange for the Accreted Principal Amount of the Security being converted pursuant to the provisions hereof. The Company agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Security shall be deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Common Stock as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b). If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate Original Principal Amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in Original Principal Amount to the Original Principal Amount of the unconverted portion of the Security surrendered. Securities or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date with respect to the Original Principal Amount of Securities or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Company has specified a Redemption Date that occurs during the period from the close of business on a Regular Record Date to the close of business on the Business Day immediately preceding the Interest Payment Date to which such Regular Record Date relates, 2021 (2) the Company has specified a Change in Control Purchase Date during such period or (3) only to the relevant fundamental change repurchase dateextent of overdue interest or overdue Contingent Interest, as any overdue interest or overdue Contingent Interest exists on the case may beConversion Date with respect to the Securities converted. The Holders' rights to convert Securities into Common Stock are subject to the Company's right to elect instead to pay each such Holder the amount of cash determined pursuant to this Article (or an equivalent amount in a combination of cash and shares of Common Stock), in lieu of delivering such Common Stock; provided, however, that if an Event of Default (other than a default in a cash payment upon conversion of the Securities) shall have occurred and be continuing, the Company shall deliver Common Stock in accordance with this Article, whether or not the Company has delivered a notice pursuant to this Section 11.07 to the effect that the Securities would be paid in cash or a combination of cash and Common Stock.

Conversion Procedures. To convert a beneficial interest in Security, a global note, Holder must (a) complete and manually sign the holder must comply with procedures Notice of Euroclear Conversion or a facsimile of the Notice of Conversion on the back of the Security (the "Notice of Conversion") and Clearstream in effect at that time for book-entry transfer deliver such notice to the conversion agent through Euroclear Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and Clearstream facilities andtransfer documents if required by the Registrar or the Conversion Agent, (d) if required, pay all transfer or similar taxes and (e) if required, pay funds equal to the interest payable on the next Interest Payment Date. To convert a beneficial interest payment in the Security, the holder thereof must comply with clauses (c) through (e) of the preceding sentence and comply with the Depositary's procedures for conversion. The date on which the Holder satisfies all of those requirements is the "Conversion Date." Subject to the next succeeding sentence, the Company will, as soon as practicable following the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer taxsuch Holder would otherwise be entitled), if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in Conversion Settlement Distribution determined pursuant to Section 11.03 to the name Holder of a person other than Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the holder Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled as part of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureConversion Settlement Distribution. If a holder submits its notes for repurchaseconversion is a Principal Value Conversion pursuant to 11.01(c), the holder’s right Company shall deliver to withdraw the repurchase notice Conversion Agent or to the Holder, no later than the fifth Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of whole shares of Common Stock issuable upon the conversion and, if applicable, cash in lieu of such Common Stock and convert cash in lieu of any fractional shares pursuant to Section 11.04. The Person in whose name the notes that are subject Common Stock certificate is registered shall be deemed to repurchase will terminate be a shareholder of record at the close of business on the third applicable Conversion Settlement Date; provided however, that if any such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Company are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, any accrued and unpaid interest (including Contingent Interest, if any, Accreted Interest for all Interest Periods concluding prior to the Conversion Date, if any, and Accreted Interest for the Interest Period in which the Conversion Date occurs, if any) with respect to such Security that is attributable to the period from the Issue Date to the Conversion Date shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder of such Security through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof, and the fair market value of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for any accrued and unpaid interest (including Contingent Interest, if any, Accreted Interest for all Interest Periods concluding prior to the Conversion Date, if any, and Accreted Interest for the Interest Period in which the Conversion Date occurs, if any) attributable to the period from the Issue Date to the Conversion Date, and the balance, if any, of such fair market value shall be treated as issued in exchange for the Original Principal Amount of the Security being converted pursuant to the provisions hereof. Notwithstanding the preceding sentence, on conversion of a Security during the period from the close of business day on any Regular Record Date immediately preceding June any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date, the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date. The Company agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Security shall be deemed to agree, to be bound (in the absence of an administrative determination or judicial ruling to the contrary) by the Company's determination of the projected payment schedule within the meaning of the contingent debt regulations, and accordingly shall treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any cash payment in lieu of fractional shares) or cash in lieu thereof, or a combination of cash and Common Stock as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4 or any successor provision. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate Original Principal Amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in Original Principal Amount to the Original Principal Amount of the unconverted portion of the Security surrendered. Securities or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date with respect to the Original Principal Amount of Securities or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Company has specified a Redemption Date that occurs during the period from the close of business on a Regular Record Date to the close of business on the Interest Payment Date to which such Regular Record Date relates, 2021 (2) the Company has specified a Fundamental Change Purchase Date during such period or (3) only to the relevant fundamental change repurchase dateextent of overdue interest or overdue Contingent Interest, as any overdue interest or overdue Contingent Interest exists on the case may beConversion Date with respect to the Securities converted.

Conversion Procedures. (a) To convert all or a beneficial interest in a global noteportion of the Securities, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable notice in the form of Exhibit B attached to this Indenture (each, a "Notice of Conversion Request") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Securities are definitive Securities, pay funds equal surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Securities may exercise its right under the related Trust Agreement to exchange such Trust Securities for Securities which will be converted into Common Stock by delivering to the Conversion Agent an irrevocable request (each, a "Conversion Request") setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Securities held by the related Guaranty Capital Trust (at an exchange rate of $25.00 principal amount of Securities for each Trust Security) and (ii) immediately to convert such Securities, on behalf of such holder, into Common Stock pursuant to this Article XIV and, if such Trust Securities are in definitive form, surrendering such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, no Guaranty Capital Trust shall convert any Securities except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Trust Securities. Holders of Securities at 5:00 p.m. (Richmond, Virginia time) on a record date for an Interest Payment Date will be entitled to receive the interest payable on such Securities on the next interest payment corresponding Interest Payment Date notwithstanding the conversion of such Securities following such record date but on or prior to which such Interest Payment Date. Except as provided in the holder immediately preceding sentence, the Company will not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Securities; provided, however, that if notice of prepayment of Securities is not entitled andmailed or otherwise given to Holders of Securities or the related Guaranty Capital Trust issues a press release announcing a Conversion Termination Date, then, if required, pay all documentary, stamp any Holder of Securities converts any Securities into Common Stock on any date on or similar issue after the date on which such notice of prepayment is mailed or transfer tax, if any, which may be payable in respect of any transfer involving otherwise given or the issue or delivery of the ADSs in the name of a person other than the holder date of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase datepress release, as the case may be, and if such date of conversion falls on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, such converting Holder shall be entitled to receive either (i) if the date of such conversion falls after a record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Holder unless the date of conversion of such Securities is on or prior to the Interest Payment Date upon which such Extension Period ends and after the record date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Holder of such Securities (or one or more predecessor Securities) at 5:00 p.m. (Richmond, Virginia time) on such record date. Except as otherwise set forth above in this paragraph, in the case of any Security that is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make or be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest and Additional Sums, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for prepayment is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the prepayment of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in this Indenture) be paid to the Company upon a Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (Richmond, Virginia time) on the day (the "Conversion Date") on which the Notice of Conversion Request or the Notice of Conversion, as the case may be, was received by the Conversion Agent from the Holder or from a holder of the Trust Securities, as the case may be, effecting a conversion thereof pursuant to its conversion rights under the related Trust Agreement. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share, to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each such Person or Persons.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Trustee and the Company an irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Debentures are definitive Debentures, pay funds equal surrender to the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. If a Notice of Conversion is delivered on or after a Regular Record Date and prior to the subsequent Interest Payment Date, the Holder on the Regular Record Date will be entitled to receive the interest payable on the next subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose payment date to which is after the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect date of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableDebenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Debentures being converted, the holder may not surrender that note for which shall be deemed to be paid in full. Each conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "Conversion Date") by the Trustee from the Holder. The Person or the relevant fundamental change repurchase date, Persons entitled to receive Common Stock issuable upon such conversion shall be treated for all purposes as the case may berecord holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Trustee, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Trustee shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert If you hold a beneficial interest in a global note, the holder to convert you must comply with DTC’s procedures of Euroclear and Clearstream for converting a beneficial interest in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities a global note and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is you are not entitled andentitled. As such, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery you are a beneficial owner of the ADSs in the name of notes, you must allow for sufficient time to comply with DTC’s procedures if you wish to exercise your conversion rights. If you hold a person other than the holder of such note. To convert a physical certificated note, the holder to convert you must:  • complete and manually sign the conversion notice, a form of which is included notice on the reverse side back of the note, or a facsimile of the conversion notice;  • deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  • if required by the conversion agentrequired, furnish appropriate endorsements and transfer documents, ; and ADS delivery instructions if required by the ADS depositary;  • if required, pay funds equal to the interest payable on the next interest payment date to which you are not entitled. We will pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of our common stock upon conversion of the notes, unless the tax is due because the holder is not entitled; and  if required, pay any tax or duty which may requests such shares to be payable issued in respect of any transfer involving the issue or delivery of the ADSs in the a name of a person other than the holder’s name, in which case the holder of such notewill pay the tax. We refer to the date a holder complies you comply with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— —Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the relevant provisions of the indenture. If a holder submits its notes for required repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.

Conversion Procedures. To convert a beneficial interest in Security, a global note, the holder Holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  (a) complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, Conversion Notice or a facsimile of the conversion notice;  Conversion Notice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the conversion noticeSecurity to a Conversion Agent, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, (c) furnish appropriate endorsements and transfer documents, and ADS delivery instructions documents if required by the ADS depositary;  Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required, pay funds equal to interest payable . The date on the next interest payment date to which the holder Holder satisfies all of those requirements is not entitled; the "Conversion Date." Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Securities shall be 45 converted into Common Stock or paid in cash or a combination of cash and  if required, pay any tax or duty which may be payable Common Stock (unless the Company shall have already done so pursuant to a notice of redemption pursuant to Section 10.3 in respect of a Conversion Date occurring before the Redemption Date set forth in such notice). If the Company shall have notified the Holder that all of such Securities shall be converted into Common Stock or a combination of cash and Common Stock, the Company shall deliver to the Holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of whole shares of Common Stock issuable upon the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any transfer involving fractional shares pursuant to Section 11.7. Except as otherwise provided in this Article XI, if the issue Company shall have notified the Holder that all or delivery a portion of such Security shall be paid solely in cash, the ADSs in Company shall deliver to the name Holder surrendering such Security the amount of cash per Security (or a portion of a person other than the holder of such note. We refer Security) equal to the date a holder complies with Applicable Stock Price multiplied by the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” Conversion Rate in effect with respect to a notesuch Conversion Date no later than the tenth Business Day following such Conversion Date. Except as otherwise provided in this Article XI, the holder Company may not surrender that note change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. Anything herein to the contrary notwithstanding, in the case of Global Securities, Conversion Notices may be delivered and such Securities may be surrendered for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureapplicable procedures of the Depositary as in effect from time to time. If The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company are closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder submits its notes or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate all purposes at the close of business on the third date on which the Applicable Stock Price is determined with respect to the applicable Conversion Date. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Security, except as provided below in the case of certain Securities or portions thereof called for redemption, that portion of accrued and unpaid interest, including Contingent Interest, if any, on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date and Tax Original Issue Discount accrued through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof, and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest (including Contingent Interest, if any) and Tax Original Issue Discount accrued through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such cash payment), or cash in lieu thereof, shall be treated as issued in exchange for the Principal Amount of the Security being converted pursuant to the provisions hereof. The Company agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a security (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Common Stock as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b). If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate Principal Amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in Principal Amount to the Principal Amount of the unconverted portion of the Security surrendered. Securities or portions thereof surrendered for conversion during the period from the close of business day on any Regular Record Date immediately preceding June 1any Interest Payment Date to the opening of business on such Interest Payment Date shall (except for Securities called for redemption pursuant to Article X hereof on a Redemption Date that occurs during the period between a Regular Record Date and the Interest Payment Date to which such Regular Record Date relates) be accompanied by payment to the Company or its order, 2021 in New York Clearing House funds or other funds acceptable to the relevant fundamental change repurchase dateCompany, as of an amount equal to the case may beinterest payable on such Interest Payment Date on the Principal Amount of Securities or portions thereof being surrendered for conversion. The Holders' rights to convert Securities into Common Stock are subject to the Company's right to elect instead to pay each such Holder the amount of cash determined pursuant to this Article (or an equivalent amount in a combination of cash and shares of Common Stock), in lieu of delivering such Common Stock; PROVIDED, HOWEVER, that if an Event of Default (other than a default in a cash payment upon conversion of the Securities) shall have occurred and be continuing, the Company shall deliver Common Stock in accordance with this Article, whether or not the Company has delivered a notice pursuant to this Section 11.6 to the effect that the Securities would be paid in cash or a combination of cash and Common Stock.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 3(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in full for any reason, or delivery if the Holder is converting less than all of the ADSs in the name of outstanding Principal Amount hereunder pursuant to a person other than the holder of such note. To convert a physical noteConversion Notice, the holder must:  complete and manually sign the conversion noticeCompany shall, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option upon request of the Holder” , promptly deliver to the Holder a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Xxxxxx stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debt Securities, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Debt Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Debt Securities are definitive Debt Securities, surrender to the Conversion Agent the Debt Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence (except such notice shall set forth the principal amount of Preferred Securities, rather than Debt Securities, to be converted) and directing the Conversion Agent (i) to exchange such Preferred Securities for a portion of the Debt Securities held by the Trust (at an exchange rate of $50 principal amount of Debt Securities for each Preferred Security) and (ii) to immediately convert such Debt Securities, on behalf of such holder, into Common Stock of the Company pursuant to this Article Thirteen and, if such Preferred Debt Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Debt Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay funds equal to the Company the interest payable on the next subsequent Interest Payment Date, and will be entitled to receive the interest payment date payable on the subsequent Interest Payment Date, on the portion of Debt Securities to which be converted notwithstanding the holder conversion thereof prior to such Interest Payment Date. Notwithstanding the foregoing, if, during an Extension Period, a notice of redemption is not entitled andmailed pursuant to Section 11.06 and a Debt Security is converted after such mailing but prior to the relevant Redemption Date, if required, pay all documentary, stamp or similar issue or transfer taxaccrued but unpaid interest (including Additional Payments, if any, which may ) through the date of conversion shall be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than paid to the holder of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included Debt Security on the reverse side Redemption Date. Except as otherwise provided in the immediately preceding two sentences, in the case of any Debt Security that is converted, interest whose Stated Maturity is after the note, or a facsimile date of the conversion notice;  deliver the conversion notice, which is irrevocableof such Debt Security shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest (including Additional Payments, if any) on the holder may not surrender that note Debt Securities being converted, which shall be deemed to be paid in full. If any Debt Security called for conversion until the holder has withdrawn the relevant repurchase notice in accordance redemption is converted, any money deposited with the indentureIndenture Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Debt Security shall (subject to any right of the Holder of such Debt Security or any Predecessor Debt Security to receive interest as provided in the last paragraph of Section 3.07 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. If Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder submits of the Preferred Securities effecting a conversion thereof pursuant to its notes for repurchase, conversion rights under the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateDeclaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert If you hold a beneficial interest in a global note, the holder to convert you must comply with DTC’s procedures of Euroclear and Clearstream for converting a beneficial interest in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities a global note and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay and all documentary, stamp taxes or similar issue or transfer taxduties, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of . If you hold a person other than the holder of such note. To convert a physical certificated note, the holder to convert you must:  • complete and manually sign the conversion notice, a form of which is included notice on the reverse side back of the note, or a facsimile of the conversion notice;  • deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  • if required by the conversion agentrequired, furnish appropriate endorsements and transfer documents; • if required, pay all transfer or similar taxes; and ADS delivery instructions if required by the ADS depositary;  • if required, pay funds equal to interest payable on the next interest payment date. The date to which the holder you comply with all of these requirements is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” under the indenture. If a holder converts notes, we will pay any documentary, stamp or similar issue or transfer tax due on the issuance of any shares of our common stock upon the conversion, unless the tax is due because the holder requests any shares to be issued in a name other than the holder’s name, in which case the holder will pay that tax. If a holder has already delivered a repurchase notice as described under either “— —Repurchase of Notes by Us at the Option of the Holder” or “— Holder Upon a Fundamental Change Permits Holders to Require Us to Repurchase NotesChange” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase Settlement in shares of our common stock will terminate at the close of business occur on the third business trading day following the conversion date (or, if earlier, on the maturity date). We will deliver to the holder for each $1,000 principal amount of the notes converted a number of shares of our common stock equal to the conversion rate in effect on the conversion date plus cash in lieu of fractional shares, if applicable. We will not issue fractional shares of common stock upon conversion of the notes and instead will pay a cash adjustment for fractional shares based on the closing sale price per share of our common stock on the trading day immediately preceding June the conversion date. COUPON MAKE-WHOLE PAYMENT UPON CONVERSION ON OR AFTER JANUARY 1, 2021 2013 BUT PRIOR TO JULY 1, 2017 If you elect to convert some or all of your notes on or after January 1, 2013 but prior to July 1, 2017, in addition to the relevant fundamental change repurchase date, consideration received as described under “—Conversion Rights” you will receive a coupon make-whole payment for the case may benotes being converted.

Conversion Procedures. To (a) In order to convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Property Trustee, as conversion agent through Euroclear and Clearstream facilities or to such other agent appointed for such purposes (the "CONVERSION AGENT") an irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if requiredsuch Debentures are definitive Debentures, pay funds equal surrender to interest payable the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on the next interest payment date behalf of such holder, into Common Stock pursuant to which the holder is not entitled this Article 13 and, if requiredsuch Preferred Securities are in definitive form, pay all documentarysurrendering such Preferred Securities, stamp duly endorsed or similar issue assigned to the Company or transfer taxin blank. So long as any Preferred Securities are outstanding, if anythe Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, which may the Holder of record on the Regular Record Date will be payable entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in respect the immediately preceding sentence, in the case of any transfer involving Debenture which is converted, interest whose Stated Maturity is on or after the issue or delivery date of the ADSs in the name of a person other than the holder conversion of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocableDebenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest on the Debentures being converted, the holder may not surrender that note which shall be deemed to be paid in full. Debentures submitted for conversion until prior to the holder has withdrawn the relevant repurchase notice expiration of conversion rights as provided in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right Section 13.3 shall be deemed to withdraw the repurchase notice and convert the notes that are subject have been effected immediately prior to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 on which the Notice of Conversion was received (the "CONVERSION DATE") by the Conversion Agent from the Holder or from a holder of the relevant fundamental change repurchase datePreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. To convert a beneficial interest in Note, a global note, the holder Holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  (a) complete and manually sign the conversion notice, a form of which is included on notice (the reverse side of the note, "Conversion Notice") or a facsimile thereof on the back of the conversion notice;  Note and deliver such notice to a Conversion Agent, (b) surrender the conversion noticeNote to a Conversion Agent, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, (c) furnish appropriate endorsements and transfer documents, and ADS delivery instructions documents if required by the ADS depositary;  Security Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required, pay funds equal to interest payable . The date on the next interest payment date to which the holder Holder satisfies all of those requirements is not entitled; the "Conversion Date." The Company shall deliver to the Holder through the Conversion Agent, as soon as practicable but in any event no later than the fifth Business Day following the Conversion Date, a certificate for the number of whole shares of Common Stock issuable upon the conversion and  if requiredcash in lieu of any fractional shares pursuant to Section 406. Anything herein to the contrary notwithstanding, pay any tax or duty which in the case of Global Securities, conversion notices may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of delivered and such note. We refer to the date a holder complies with the relevant procedures Notes may be surrendered for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureApplicable Procedures of the Depository as in effect from time to time. If The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note on any date when the stock transfer books of the Company are closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder submits its notes or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate all purposes at the close of business on the third business next succeeding day immediately preceding June 1on which such stock transfer books are open; PROVIDED FURTHER, 2021 or HOWEVER, that such conversion shall be at the relevant fundamental change repurchase dateConversion Rate in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Note, except as provided below in the case may be.of certain Notes or portions thereof called for redemption, that portion of accrued and unpaid interest on the converted Note attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date attributable to the most recent accrual date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the

Conversion Procedures. To convert a beneficial interest in Debenture, a global note, Holder must (a) complete and manually sign the holder must comply with procedures Notice of Euroclear Conversion or a facsimile of the Notice of Conversion on the back of the Debenture (the "NOTICE OF CONVERSION") and Clearstream in effect at that time for book-entry transfer deliver such notice to the conversion agent through Euroclear Conversion Agent, (b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements and Clearstream facilities andtransfer documents if required by the Registrar or the Conversion Agent, (d) if required, pay all transfer or similar taxes and (e) if required, pay funds equal to the interest payable on the next Interest Payment Date. To convert a beneficial interest payment in the Debenture, the holder thereof must comply with clauses (d) and (e) of the preceding sentence through the Depositary's procedures for conversion and any other applicable procedures of the Depositary. The date on which the Holder satisfies all of those requirements is the "CONVERSION DATE." The Issuer will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer taxsuch Holder would otherwise be entitled), if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in Conversion Settlement Distribution determined pursuant to Section 5.03 to the name Holder of a person other than Debenture surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the holder Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled as part of such noteConversion Settlement Distribution. To convert The Person in whose name the Common Stock certificate is registered shall be deemed to be a physical note, the holder must:  complete and manually sign the conversion notice, a form shareholder of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate record at the close of business on the applicable Conversion Settlement Date; provided, however, that if any such date is a date when the stock transfer books of the Issuer are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Issuer are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 5. On conversion of a Debenture, any accrued and unpaid interest with respect to such Debenture that is attributable to the period from the Issue Date to the Conversion Date shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder of such Debenture through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Debenture being converted pursuant to the provisions hereof, and the fair market value of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for any accrued and unpaid interest attributable to the period from the Issue Date to the Conversion Date, and the balance, if any, of such fair market value shall be treated as issued in exchange for the principal amount of the Debenture being converted pursuant to the provisions hereof. Notwithstanding the preceding sentence (but without limiting the Holder's obligation in the third succeeding paragraph below), on conversion of a Debenture during the period from the close of business day on any Regular Record Date immediately preceding June any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date, the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date. If a Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Debentures converted. Upon surrender of a Debenture that is converted in part, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Debenture equal in principal amount to the principal amount of the unconverted portion of the Debenture surrendered. Debentures or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Issuer or its order, in New York Clearing House funds or other funds acceptable to the Issuer, of an amount equal to the interest payable on such Interest Payment Date with respect to the principal amount of Debentures or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Issuer has specified a Redemption Date that occurs during the period from the close of business on a Regular Record Date to the close of business on the Interest Payment Date to which such Regular Record Date relates, 2021 (2) the Issuer has specified a Fundamental Change Purchase Date during such period or (3) only to the relevant fundamental change repurchase dateextent of overdue interest or overdue Contingent Interest, as any overdue interest or overdue Contingent Interest exists on the case may beConversion Date with respect to the Debentures converted.

Conversion Procedures. (a) To convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Conversion Request setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Debentures are definitive Debentures, surrender to the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to exchange such Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on behalf of such Holder, into Common Stock pursuant to this Article XII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Conversion Request is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay funds equal to the Company the interest payable to the Holder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the next interest payment date subsequent Interest Payment Date, on the portion of Debentures to which be converted notwithstanding the holder conversion thereof prior to such Interest Payment Date. Except as provided in the immediately preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures is not entitled andmailed or otherwise given to Holders of Debentures, then, if requiredany Holder of Debentures converts any Debentures into Common Stock on any date on or after the date on which such notice of redemption is mailed or otherwise given, pay all documentaryand if such date of conversion falls on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, stamp or similar issue or transfer tax, such converting Holder shall be entitled to receive either (i) if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder date of such note. To convert conversion falls after a physical note, the holder must:  complete Regular Record Date and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note prior to the conversion agent;  if required by the conversion agentnext succeeding Interest Payment Date, furnish appropriate endorsements all accrued and transfer documentsunpaid interest on such Debentures (including interest thereon, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.if

Conversion Procedures. To convert If you hold a beneficial interest in a global note, the holder to convert you must comply with DTC’s procedures of Euroclear and Clearstream for converting a beneficial interest in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities a global note and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is you are not entitled andentitled. As such, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery you are a beneficial owner of the ADSs in the name of notes, you must allow for sufficient time to comply with DTC’s procedures if you wish to exercise your conversion rights. If you hold a person other than the holder of such note. To convert a physical certificated note, the holder to convert you must:  · complete and manually sign the conversion notice, a form of which is included notice on the reverse side back of the note, or a facsimile of the conversion notice;  · deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  · if required by the conversion agentrequired, furnish appropriate endorsements and transfer documents, ; and ADS delivery instructions if required by the ADS depositary;  · if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled. We will pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of our common stock upon conversion of the notes, unless the tax is due because the holder is not entitled; and  if required, pay any tax or duty which may requests such shares to be payable issued in respect of any transfer involving the issue or delivery of the ADSs in the a name of a person other than the holder’s name, in which case the holder of such notewill pay the tax. We refer to the date a holder complies you comply with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— —Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the relevant provisions of the indenture. If a holder submits its notes for required repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.

Conversion Procedures. (a) To convert all or a beneficial interest in a global noteportion of --------------------- the Securities, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable notice in the form of Exhibit B attached to this Indenture (each, a "Notice of Conversion Request") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Securities are definitive Securities, pay funds equal surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Securities may exercise its right under the related Trust Agreement to exchange such Trust Securities for Securities which will be converted into Common Stock by delivering to the Conversion Agent an irrevocable request (each, a "Conversion Request") setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Securities held by the related Commonwealth Bankshares Capital Trust (at an exchange rate of $25.00 principal amount of Securities for each Trust Security) and (ii) immediately to convert such Securities, on behalf of such holder, into Common Stock pursuant to this Article XIV and, if such Trust Securities are in definitive form, surrendering such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, no Commonwealth Bankshares Capital Trust shall convert any Securities except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Trust Securities. Holders of Securities at 5:00 p.m. (Norfolk, Virginia time; on a record date for an Interest Payment Date will be entitled to receive the interest payable on such Securities on the next interest payment corresponding Interest Payment Date notwithstanding the conversion of such Securities following such record date but on or prior to which such Interest Payment Date. Except as provided in the holder immediately preceding sentence, the Company will not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Securities; provided, however, that if notice of prepayment of Securities is not entitled andmailed or otherwise given to Holders of Securities or the related Commonwealth Bankshares Capital Trust issues a press release announcing a Conversion Termination Date, then, if required, pay all documentary, stamp any Holder of Securities converts any Securities into Common Stock on any date on or similar issue after the date on which such notice of prepayment is mailed or transfer tax, if any, which may be payable in respect of any transfer involving otherwise given or the issue or delivery of the ADSs in the name of a person other than the holder date of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase datepress release, as the case may be, and if such date of conversion falls on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, such converting Holder shall be entitled to receive either (i) if the date of such conversion falls after a record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Holder unless the date of conversion of such Securities is on or prior to the Interest Payment Date upon which such Extension Period ends and after the record date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Holder of such Securities (or one or more predecessor Securities) at 5:00 p.m. (Richmond, Virginia time) on such record date. Except as otherwise set forth above in this paragraph, in the case of any Security that is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make or be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest and Additional Sums, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for prepayment is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the prepayment of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in this Indenture) be paid to the Company upon a Company Request or, if then held by the Company, shall, be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (Norfolk, Virginia time) on the day (the "Conversion Date") on which the Notice of Conversion Request or the Notice of Conversion, as the case may be, was received by the Conversion Agent from the Holder or from a holder of the Trust Securities, as the case may be, effecting a conversion thereof pursuant to its conversion rights under the related Trust Agreement. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share, to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each such Person or Persons.

Conversion Procedures. To Any holder of shares of Convertible PIK Preferred Stock desiring to convert a beneficial interest such shares into Common Stock shall surrender the certificate or certificates evidencing such shares of Convertible PIK Preferred Stock at the office of the transfer agent for the Convertible PIK Preferred Stock which certificate or certificates, if the Corporation shall so require, shall be duly endorsed to the Corporation or in a global noteblank, the holder must comply with procedures or accompanied by proper instruments of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear Corporation or in blank, accompanied by irrevocable written notice to the Corporation that the holder elects to convert such shares of Convertible PIK Preferred Stock and Clearstream facilities andspecifying the name or names (with address or addresses) in which a certificate or certificates evidencing shares of Common Stock are to be issued. Except as otherwise described in this paragraph, if requiredno payments or adjustments in respect of dividends on shares of Convertible PIK Preferred Stock surrendered for conversion, pay funds equal to interest payable whether paid or unpaid and whether or not in arrears, or on account of any dividend on the next interest Common Stock issued upon conversion shall be made by the Corporation upon the conversion of any shares of Convertible PIK Preferred Stock. The holder of record of shares of Convertible PIK Preferred Stock on a dividend record date who surrenders such 57 shares for conversion during the period between such dividend record date and the corresponding dividend payment date will be entitled to receive the dividend on such dividend payment date. The Corporation shall, as soon as practicable after such surrender of certificates evidencing shares of Convertible PIK Preferred Stock accompanied by the written notice and compliance with any other conditions herein contained, deliver at such office of such transfer agent to the person for whose account such shares of Convertible PIK Preferred Stock were so surrendered, or to the nominee of such person, certificates evidencing the number of full shares of Common Stock to which the holder is not such person shall be entitled andas aforesaid, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable together with a cash adjustment in respect of any transfer involving the issue or delivery fraction of a share of Common Stock as hereinafter provided. Such conversion shall be deemed to have been made as of the ADSs in the name of a person other than the holder date of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side surrender of the note, or a facsimile shares of the conversion notice;  deliver the conversion notice, which is irrevocableConvertible PIK Preferred Stock to be converted, and the note person or persons entitled to receive the Common Stock deliverable upon conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures Convertible PIK Preferred Stock shall be treated for conversion described above all purposes as the “conversion record holder or holders of such Common Stock on such date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may be.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 3(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving lien s, claims and encumbrances, as is determined by dividing the issue outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be referred to herein as the "Conversion Date". If a conversion under this Note cannot be effected in full for any reason, or delivery if the Holder is converting less than all of the ADSs in the name of outstanding Principal Amount hereunder pursuant to a person other than the holder of such note. To convert a physical noteConversion Notice, the holder must:  complete and manually sign the conversion noticeCompany shall, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option upon request of the Holder” , promptly deliver to the Holder a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Xxxxxx stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To convert Notes, a beneficial interest Holder must satisfy the requirements set forth in this Section 2.13. To convert the Notes, a global noteHolder must (a) (i) complete and manually sign the irrevocable conversion notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (ii) surrender the Notes to the Conversion Agent and (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the holder must comply Issuer or the Trustee, with procedures of Euroclear and Clearstream respect to Notes which are in effect at that time for certificated form, or, (b) if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary and, in the case of certificated Notes and Notes in book-entry form, pay any transfer to the conversion agent through Euroclear and Clearstream facilities andor similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for conversion. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change of Control Purchase Notice may be converted only if such notice is withdrawn in accordance with the terms of Section 2.08 or Section 2.09, pay funds as the case may be. In case any Note shall be surrendered for partial conversion, the Issuer 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 Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for conversion. A Holder may convert fewer than all of such Holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount and the remaining principal amount of the Notes is in an authorized denomination. Upon surrender of a Note for conversion by a Holder, such Holder shall deliver to the Issuer cash equal to the amount that the Issuer is required to deduct and withhold under applicable law in connection with the conversion; provided, however, if the Holder does not deliver such cash, the Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon conversion of a Note, a Holder shall not receive any cash payment representing accrued and unpaid interest on such Note (unless such conversion occurs after a Regular Record Date and on or prior to the Interest Payment Date to which it relates). Instead, upon a conversion of Notes, the Issuer shall deliver to tendering Holders only the consideration specified in Section 2.12. Delivery of Lexington Common Shares and/or cash upon a conversion of Notes shall be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Notes and any accrued and unpaid interest, except as otherwise provided herein. Accordingly, upon a conversion of Notes, except as otherwise provided herein, any accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or forfeited. In no event shall the Conversion Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an interest payment shall receive payment of interest payable on the next corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the close of business on the applicable Regular Record Date. Notes tendered for conversion by a Holder after the close of business on any Regular Record Date for an interest payment date and on or prior to which the holder corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is not entitled andto receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to the second Business Day following such Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), if requiredany overdue interest exists at the time of conversion with respect to such Notes. Upon conversion of a Note, the Issuer, if it elects Physical Settlement or Combination Settlement, shall pay all any documentary, stamp or similar issue or transfer taxtax due on the issue of Lexington Common Shares upon the conversion, if any, which may unless the tax is due because the Holder requests the shares to be payable in respect of any transfer involving the issue issued or delivery of the ADSs in the name of delivered to a person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such shares. Certificates representing or evidencing Lexington Common Shares shall not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Lexington Common Shares. Such Holder shall only acquire such note. To convert a physical note, rights upon the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required delivery by the conversion agentIssuer, furnish appropriate endorsements and transfer documentsat its option, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice Lexington Common Shares in accordance with the indentureprovisions of Section 2.12 in connection with the conversion by a Holder of Notes. If The Issuer shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Lexington Common Shares a holder submits its notes for repurchase, sufficient number of Lexington Common Shares to permit the holder’s right to withdraw conversion of the repurchase notice and convert the notes that are subject to repurchase will terminate Notes at the close applicable Conversion Rate, assuming an election by the Issuer of business Physical Settlement. Any Lexington Common Shares delivered upon a conversion of Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Issuer shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Lexington Common Shares, if any, upon a conversion of Notes and, prior to delivering any Lexington Common Shares upon a conversion of the Notes, shall cause to have listed or quoted all such Lexington Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which the third business day immediately preceding June 1Lexington Common Shares are then listed or quoted. Except as set forth herein, 2021 no other payment or the relevant fundamental change repurchase date, as the case may beadjustment for interest shall be made upon conversion of Notes.

Conversion Procedures. (a) To convert all or a beneficial interest in a global noteportion of the Debentures, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable Conversion Request setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Debentures are definitive Debentures, surrender to the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Trust Agreement to exchange such Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on behalf of such Holder, into Common Stock pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Conversion Request is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay funds equal to the Company the interest payable to the Holder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the next subsequent Interest Payment Date, on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as provided in the immediately preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if, during an Extension Period, a notice of redemption of Debentures is mailed or otherwise given to Holders of Debentures pursuant to Section 11.6 of this Indenture and a Holder of Debentures converts any Debentures into Common Stock after the date on which such notice of redemption is mailed or otherwise given but prior to the relevant Redemption Date, all accrued but unpaid interest payment date to which the holder is not entitled and(including Additional Payments and/or Liquidated Damages, if requiredapplicable) through the date of conversion shall be paid the Holder of such Debenture on the Redemption Date. Except as otherwise provided in the immediately preceding two sentences, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect the case of any transfer involving the issue or delivery of the ADSs in the name of Debenture converted by a person other than the holder Holder of such note. To convert Debenture, interest with a physical note, the holder must:  complete and manually sign the conversion notice, a form of Stated Maturity which is included on after the reverse side date of the note, or a facsimile conversion of the conversion notice;  deliver the conversion notice, which is irrevocablesuch Debenture shall not be payable, and the note Company shall not make nor be required to the conversion agent;  if required by the conversion agentmake any other payment, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax adjustment or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” allowance with respect to a noteaccrued but unpaid interest (including Additional Payments and/or Liquidated Damages, if applicable) on the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice Debentures being converted, which shall be deemed to be paid in accordance with the indenturefull. If any Debenture called for redemption is converted, any money deposited with Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the last paragraph of Section 3.7 of this Indenture and this paragraph) be paid to the Company upon Company Request, or if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder submits of the Preferred Securities effecting a conversion thereof pursuant to its notes for repurchase, conversion rights under the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase dateTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Conversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each Person or Persons.

Conversion Procedures. (a) To convert all or a beneficial interest in a global noteportion of --------------------- the Securities, the holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer Holder thereof shall deliver to the Conversion Agent an irrevocable notice in the form of Exhibit B attached to this Indenture (each, a "Notice of Conversion Request") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion agent through Euroclear and Clearstream facilities and, if requiredsuch Securities are definitive Securities, pay funds equal surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Securities may exercise its right under the related Trust Agreement to exchange such Trust Securities for Securities which will be converted into Common Stock by delivering to the Conversion Agent an irrevocable request (each, a "Conversion Request") setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Securities held by the related Commonwealth Bankshares Capital Trust (at an exchange rate of $5.00 principal amount of Securities for each Trust Security) and (ii) immediately to convert such Securities, on behalf of such holder, into Common Stock pursuant to this Article XIV and, if such Trust Securities are in definitive form, surrendering such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, no Commonwealth Bankshares Capital Trust shall convert any Securities except pursuant to a Conversion Request delivered to the Conversion Agent by a holder of Trust Securities. Holders of Securities at 5:00 p.m. (Norfolk, Virginia time) on a record date for an Interest Payment Date will be entitled to receive the interest payable on such Securities on the next interest payment corresponding Interest Payment Date notwithstanding the conversion of such Securities following such record date but on or prior to which such Interest Payment Date. Except as provided in the holder immediately preceding sentence, the Company will not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Securities; provided, however, that if notice of prepayment of Securities is not entitled andmailed or otherwise given to Holders of Securities or the related Commonwealth Bankshares Capital Trust issues a press release announcing a Conversion Termination Date, then, if required, pay all documentary, stamp any Holder of Securities converts any Securities into Common Stock on any date on or similar issue after the date on which such notice of prepayment is mailed or transfer tax, if any, which may be payable in respect of any transfer involving otherwise given or the issue or delivery of the ADSs in the name of a person other than the holder date of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, and the note to the conversion agent;  if required by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase datepress release, as the case may be, and if such date of conversion falls on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, such converting Holder shall be entitled to receive either (i) if the date of such conversion falls after a record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Holder unless the date of conversion of such Securities is on or prior to the Interest Payment Date upon which such Extension Period ends and after the record date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Holder of such Securities (or one or more predecessor Securities) at 5:00 p.m. (Richmond, Virginia time) on such record date. Except as otherwise set forth above in this paragraph, in the case of any Security that is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make or be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest and Additional Sums, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for prepayment is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the prepayment of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in this Indenture) be paid to the Company upon a Company Request or, if then held by the Company, shall, be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (Norfolk, Virginia time) on the day (the "Conversion Date") on which the Notice of Conversion Request or the Notice of Conversion, as the case may be, was received by the Conversion Agent from the Holder or from a holder of the Trust Securities, as the case may be, effecting a conversion thereof pursuant to its conversion rights under the related Trust Agreement. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share, to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each such Person or Persons.

Conversion Procedures. To convert a beneficial interest Security of any series, a Holder must (a) duly complete and manually sign the Notice of Conversion or a facsimile of the Notice of Conversion on the back of the Securities of such series, in a global note, the holder must comply with procedures of Euroclear form included in Exhibit A-1 hereto (the "NOTICE OF CONVERSION") and Clearstream in effect at that time for book-entry transfer deliver such notice to the conversion agent through Euroclear Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and Clearstream facilities andtransfer documents if required by the Registrar or the Conversion Agent, (d) pay all transfer or similar taxes, if required and (e) if required, pay funds equal to the interest (including Contingent Interest, if any) payable on the next Interest Payment Date. To convert a beneficial interest payment in the Security, the holder thereof must comply with clauses (c) through (e) of the preceding sentence and comply with the Depositary's procedures for conversion. The date on which the Holder satisfies all of those requirements is the "CONVERSION DATE." Subject to the next succeeding sentence, the Company will, on the applicable Conversion Settlement Date, (i) pay the Cash component (including Cash in lieu of any fraction of a share to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer taxsuch Holder would otherwise be entitled), if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in Conversion Settlement Distribution determined pursuant to Section 11.03 to the name Holder of a person other than Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the holder Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled as part of such note. To convert a physical note, the holder must:  complete and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion noticeConversion Settlement Distribution;  deliver the conversion notice, which is irrevocable, and the note PROVIDED HOWEVER that any Make-Whole Consideration payable pursuant to the conversion agent;  if required Section 11.14 shall be delivered by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by Company within the ADS depositary;  if required, pay funds equal time period specified in Section 11.14(D). The Person in whose name the Common Stock certificate is registered shall be deemed to interest payable on the next interest payment date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect a shareholder of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer to the date a holder complies with the relevant procedures for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate record at the close of business on the third applicable Conversion Settlement Date; PROVIDED HOWEVER, that if any such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Company are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Security, except for conversion during the period from the close of business day on any Regular Record Date immediately preceding June any Interest Payment Date to the open of business on such Interest Payment Date, in which case the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date, that portion of accrued and unpaid interest, including Contingent Interest, if any, and any accretion of principal on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares), or Cash or a combination of Cash and Common Stock in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof, and the fair market value of such shares of Common Stock (together with any such Cash payment in lieu of fractional shares), or Cash or a combination of Cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest (including Contingent Interest, if any) accrued through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such Cash payment), or Cash or a combination of Cash and Common Stock in lieu thereof, shall be treated as issued in exchange for the Accreted Principal Amount of the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security of a series at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate Original Principal Amount of such series of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security of the same series equal in Original Principal Amount to the Original Principal Amount of the unconverted portion of the Security surrendered. Securities of a series or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the open of business on such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date with respect to the Original Principal Amount of Securities of such series or portions thereof being surrendered for conversion; PROVIDED that no such payment need be made (1) if the Company has specified a Redemption Date for such series of Securities that occurs during the period from the close of business on a Regular Record Date to the open of business on the Interest Payment Date to which such Regular Record Date relates, 2021 (2) if the Company has specified a Fundamental Change Purchase Date for such series of Securities during such period, or (3) if any overdue interest or overdue Contingent Interest exists on the relevant fundamental change repurchase dateConversion Date with respect to the series of Securities converted, as to the case may beextent of such overdue interest.

Conversion Procedures. To convert a beneficial interest in Note, a global note, the holder Holder must comply with procedures of Euroclear and Clearstream in effect at that time for book-entry transfer to the conversion agent through Euroclear and Clearstream facilities and, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  (a) complete and manually sign a conversion notice in substantially the conversion notice, a form of which is included on the reverse side of the note, set forth in Schedule 2 (Conversion Notice) or a facsimile of the conversion noticeConversion Notice and deliver such notice to a Conversion Agent;  deliver (b) surrender the conversion notice, which is irrevocable, Note to a Conversion Agent; and the note to the conversion agent;  if required by the conversion agent, (c) furnish appropriate endorsements and transfer documents, and ADS delivery instructions documents if required by the ADS depositary;  if required, pay funds equal to interest payable Trustee or the Conversion Agent. The date on the next interest payment date to which the holder Holder satisfies all of those requirements is not entitled; and  if requiredthe Conversion Date. A Conversion Notice is irrevocable upon delivery to the Conversion Agent. Anything herein to the contrary notwithstanding, pay any tax or duty which in the case of Global Notes, Conversion Notices may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of delivered and such note. We refer to the date a holder complies with the relevant procedures Notes may be surrendered for conversion described above as the “conversion date.” If a holder has already delivered a repurchase notice as described under either “— Repurchase of Notes by Us at the Option of the Holder” or “— Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that note for conversion until the holder has withdrawn the relevant repurchase notice in accordance with the indentureApplicable Procedures as in effect from time to time. The Person in whose name the ADSs are registered shall be deemed to be the holder of record of such ADSs at the Close of Business on the applicable Conversion Date. Upon conversion of a Note, a Holder will receive a cash payment in respect of (i) interest on the principal amount of such Note, or the portion thereof converted, accrued and unpaid in the period from (and including) the immediately preceding Interest Payment Date to (but excluding) the Conversion Date and (ii) Defaulted Interest (if any). Delivery to the Holder of the full number of ADSs into which the Note is convertible, together with any cash payment for (A) interest or Defaulted Interest due on the Notes and (B) any fractional ADSs pursuant to Section 4.4, will be deemed to satisfy the Company’s obligation with respect to such Note. If a holder submits its notes for repurchaseHolder converts more than one Note at the same time, the holder’s right to withdraw number of ADSs issuable upon the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business conversion shall be based on the third business day immediately preceding June 1aggregate principal amount of Notes converted. Upon surrender of a Note that is converted in part, 2021 or the relevant fundamental change repurchase dateCompany shall execute, as and the case may beTrustee shall authenticate and deliver to the holder, a new Note equal in principal amount to the principal amount of the unconverted portion of the Note surrendered.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 3(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete outstanding Principal Amount being converted and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, accrued and the note unpaid interest thereon to the conversion agent;  if required applicable Conversion Date by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment then applicable Conversion Price. The date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer Conversion Notice hereunder shall be referred to the date a holder complies with the relevant procedures for conversion described above herein as the “conversion date.” Conversion Date”. If a holder has already delivered conversion under this Note cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a repurchase notice as described under either “— Repurchase of Notes by Us at Conversion Notice, the Option Company shall, upon request of the Holder” , promptly deliver to the Holder (but no later than five Trading Days after the surrender of this Note to the Company) a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Xxxxxx stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three Trading Days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.

Conversion Procedures. To convert a beneficial interest in a global noteUpon any conversion of this Note pursuant to Section 3(a) above, the holder must comply with procedures of Euroclear outstanding Principal Amount being converted and Clearstream in effect at that time for book-entry transfer accrued and unpaid interest thereon to the conversion agent through Euroclear applicable Conversion Date shall be converted into such number of fully paid, validly issued and Clearstream facilities andnon-assessable shares of Common Stock, if required, pay funds equal to interest payable on the next interest payment date to which the holder is not entitled and, if required, pay all documentary, stamp or similar issue or transfer tax, if any, which may be payable in respect free of any transfer involving liens, claims and encumbrances, as is determined by dividing the issue or delivery of the ADSs in the name of a person other than the holder of such note. To convert a physical note, the holder must:  complete outstanding Principal Amount being converted and manually sign the conversion notice, a form of which is included on the reverse side of the note, or a facsimile of the conversion notice;  deliver the conversion notice, which is irrevocable, accrued and the note unpaid interest thereon to the conversion agent;  if required applicable Conversion Date by the conversion agent, furnish appropriate endorsements and transfer documents, and ADS delivery instructions if required by the ADS depositary;  if required, pay funds equal to interest payable on the next interest payment then applicable Conversion Price. The date to which the holder is not entitled; and  if required, pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of the ADSs in the name of a person other than the holder of such note. We refer Conversion Notice hereunder shall be referred to the date a holder complies with the relevant procedures for conversion described above herein as the “conversion date.” Conversion Date”. If a holder has already delivered conversion under this Note cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a repurchase notice as described under either “— Repurchase of Notes by Us at Conversion Notice, the Option Company shall, upon request of the Holder” , promptly deliver to the Holder a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or “— Fundamental Change Permits Holders repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to Require Us the Holder and the Company, so as not to Repurchase Notes” with respect to a noterequire physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Axxxxx stated on the face of this Note, the holder may Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three days, after surrender that note for conversion until by the holder has withdrawn the relevant repurchase notice in accordance with the indenture. If a holder submits its notes for repurchase, the holder’s right to withdraw the repurchase notice and convert the notes that are subject to repurchase will terminate at the close of business on the third business day immediately preceding June 1, 2021 or the relevant fundamental change repurchase date, as the case may beHolder.