Common use of Book Entry Clause in Contracts

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company Partnership unless (A) it is being exercised for all of the full or remaining number of Preferred Shares Warrant Units represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder and the Company Partnership shall maintain records showing the number of Preferred Shares so converted Warrant Units exercised and issued and the dates of such conversions exercises or shall use such other method, reasonably satisfactory to the Holder and the CompanyPartnership, so as not to require physical surrender of the certificate representing the Preferred Shares this Warrant upon each such conversionexercise. In the event of any dispute or discrepancy, such records of the Company Partnership establishing the number of Preferred Shares Warrant Units to which the record holder Holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a the Holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the CompanyPartnership, whereupon the Company Partnership will forthwith issue and deliver upon the order of such the Holder a new certificate Warrant of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Shares Warrant Units represented by such certificatethis Warrant. A The Holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Shares Warrant Units represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(d) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Preferred Shares Stock in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Series A Preferred Shares Stock to the Company Corporation unless (A) the full or remaining number of shares of Series A Preferred Shares Stock represented by the certificate are being converted converted, in which case the Holder shall deliver such stock certificate to the Corporation as soon as practicable following such conversion or (B) a Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Preferred Shares Stock upon physical surrender of any Series A Preferred SharesStock. The Holder and the Company Corporation shall maintain records showing the number of shares of Series A Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the Series A Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of shares of Series A Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the Series A Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Preferred SharesStock, the number of shares of Series A Preferred Shares Stock represented by such certificate may be less than the number of shares of Series A Preferred Shares Stock stated on the face thereof. Each certificate for Series A Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii8(b)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii8(b)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if In connection with any transfer of all or any portion of Preferred Shares represented held by a certificate are converted as aforesaidany Holder, a such Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders surrender the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate or certificates of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(viii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of shares of Series 1 Preferred Shares Stock in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the shares of Series 1 Preferred Shares Stock, if any, to the Company Corporation unless (A) the full or remaining number of shares of Series 1 Preferred Shares Stock represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesconverted. The Each Holder and the Company Corporation shall maintain records showing the number of shares of Series 1 Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the shares of Series 1 Preferred Shares Stock, if any, upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled Corporation shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if shares of Series 1 Preferred Shares Stock represented by a certificate are converted as aforesaid, a such Holder may not transfer the certificate representing the shares of Series 1 Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the shares of Series 1 Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series 1 Preferred Shares Stock represented by such certificate. A Each Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any shares of Series 1 Preferred SharesStock, the number of shares of Series 1 Preferred Shares Stock represented by any such certificate may be less than the number of shares of Series 1 Preferred Shares Stock stated on of the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof holder of this Warrant shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company unless (A) it is being exercised for all of the full or remaining number of Preferred Warrant Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder holder and the Company shall maintain records showing the number of Preferred Warrant Shares so converted exercised and issued and the dates of such conversions exercises or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares this Warrant upon each such conversionexercise. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Warrant Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a Holder the holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate Warrant of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Warrant Shares represented by such certificatethis Warrant. A Holder The holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Warrant Shares represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(d) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if In connection with any transfer of all or any portion of Preferred Shares represented held by a certificate are converted as aforesaidany Holder, a such Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders surrender the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate or certificates of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(viii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 6, upon conversion of any Preferred Shares Stock in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares Stock to the Company unless Offeror following conversion thereof unless (A) the full or remaining number of shares of Preferred Shares Stock represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Offeror as contemplated by this 6(b)(vi)) or (B) a such Holder has provided the Company Offeror with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares Stock upon physical surrender of any shares of Preferred SharesStock. The Each Holder and the Company Offeror shall maintain records showing the number of shares of Preferred Shares Stock so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the CompanyOfferor, so as not to require physical surrender of the certificate representing the Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Offeror establishing the number of shares of Preferred Shares Stock to which the record holder Holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred SharesStock, the number of shares of Preferred Shares Stock represented by such certificate may be less than the number of shares of Preferred Shares Stock stated on the face thereof. Each certificate for Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS DESIGNATION RELATING TO THE SHARES OF SERIES Y CONVERTIBLE PREFERRED SHARES STOCK THAT MAY BE REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii6(b)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES Y CONVERTIBLE PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES Y CONVERTIBLE PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii6(b)(vi) OF THE CERTIFICATE OF DESIGNATIONS DESIGNATION RELATING TO THE SHARES OF SERIES Y PREFERRED SHARES CONVERTIBLE STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series B Preferred Shares in accordance with the terms hereof, the such Holder thereof shall not be required to physically surrender the certificate representing the Series B Preferred Shares to the Company unless (A) the full or remaining number of Series B Preferred Shares represented by the certificate are being converted converted, in which case the applicable Holder shall physically surrender its Series B Preferred Shares to the Company promptly following such exchange in full or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series B Preferred Shares upon physical surrender of any Series B Preferred Shares. The Such Holder and the Company shall maintain records showing the number of Series B Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Series B Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Series B Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series B Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series B Preferred Shares unless such Holder first physically surrenders the certificate representing the Series B Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Series B Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series B Preferred Shares, the number of Series B Preferred Shares represented by such certificate may be less than the number of Series B Preferred Shares stated on the face thereof. Each certificate for Series B Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES B PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii3(c)(vi) THEREOF. THE NUMBER OF SERIES B PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SERIES B PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii3(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES B PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Preferred Shares Stock in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Series A Preferred Shares Stock to the Company Corporation unless (A) the full or remaining number of shares of Series A Preferred Shares Stock represented by the certificate are being converted converted, in which case the Holder shall deliver such stock certificate to the Corporation promptly following such conversion or (B) a Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Preferred Shares Stock upon physical surrender of any Series A Preferred SharesStock. The Holder and the Company Corporation shall maintain records showing the number of shares of Series A Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the Series A Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of shares of Series A Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the Series A Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Preferred SharesStock, the number of shares of Series A Preferred Shares Stock represented by such certificate may be less than the number of shares of Series A Preferred Shares Stock stated on the face thereof. Each certificate for Series A Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANYCORPORATION'S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii7(b)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii7(b)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesconverted. The Holder holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder the holder may not transfer the certificate representing the Preferred Shares unless such Holder the holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder The holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(viii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything The Issuer shall enter into an agreement in substantially the form attached hereto as Exhibit B (the "Book Entry Agreement") with the Paying Agent and DTC, or any successor thereto, or other securities depository, and make such other provision and perform such further acts as are necessary or appropriate to provide for the distribution of the Bonds in book- entry form. Neither the Issuer, the Company, the Trustee, the Credit Facility Trustee, nor the Paying Agent will have any responsibility or obligations to the contrary set forth hereinDTC Participants, upon conversion DTC Indirect Participants (as each is defined in the Book Entry Agreement contained as Exhibit B hereto) or the beneficial owners with respect to (i) the accuracy of Preferred Shares any records maintained by DTC or any DTC Participant or DTC Indirect Participant; (ii) the payment by DTC or any DTC Participant or DTC Indirect Participant of any amount due to any beneficial owner in accordance with respect of the principal amount or redemption price of or interest on the Bonds; (iii) the delivery by DTC or any DTC Participant or DTC Indirect Participant of any notice to any beneficial owner that is required or permitted to be given to bondholders under the terms hereofof the Indenture; (iv) the selection of the beneficial owners to receive payment in the event of any partial redemption of the Bonds; or (v) any consent given or other action taken by DTC as registered owner. The Trustee shall issue Bonds directly to beneficial owners of Bonds other than DTC, or its nominee, in the Holder thereof shall event that: (1) DTC determines not be required to physically surrender continue to act as securities depository for the certificate representing Bonds; or (2) The Trustee has advised DTC at the Preferred Shares to request of the Company unless of the Company's determination that DTC is incapable of discharging its duties; or (A3) The Issuer determines that it is in the full or remaining number best interest of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice not to continue the book-entry system (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates provides written approval of such conversions determination) or shall use such other method, reasonably satisfactory to that the Holder and the Company, so as not to require physical surrender interests of the certificate representing beneficial owners of the Preferred Shares upon each such conversionBonds might be adversely affected if the book- entry system is continued. Upon occurrence of the events described in (1) or (2) above, the Company shall attempt to locate another qualified securities depository. In the event of any dispute the Issuer makes the determination noted in (3) above, or discrepancy, such records if the Company fails to locate another qualified securities depository to replace DTC upon occurrence of the Company establishing events described in (1) or (2) above, the number of Preferred Shares Trustee shall mail a notice to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares DTC for distribution to the Companybeneficial owners of the Bonds stating that DTC will no longer serve as securities depository, whereupon the Company will forthwith issue and deliver upon the order of such Holder whether a new certificate of like tenorsecurities depository will or can be appointed, registered as the procedures for obtaining such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder Bonds and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraphIndenture which govern the Bonds including, following conversion of any Preferred Sharesbut not limited to, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEprovisions regarding authorized denominations, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEtransfer and exchange, principal and interest payment and other related matters.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES B PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES B PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES B PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES B PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any shares of Series E Preferred Shares Stock in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the shares of Series E Preferred Shares Stock to the Company Corporation unless (A) the full or remaining number of shares of Series E Preferred Shares Stock represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Corporation as contemplated by Section 4(c)(i)) or (B) a such Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of shares of Series E Preferred Shares Stock upon physical surrender of any shares of Series E Preferred SharesStock. The Each Holder and the Company Corporation shall maintain records showing the number of shares of Series E Preferred Shares Stock so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the shares of Series E Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of shares of Series E Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if shares of Series E Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the shares of Series E Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the shares of Series E Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series E Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any shares of Series E Preferred SharesStock, the number of shares of Series E Preferred Shares Stock represented by such certificate may be less than the number of shares of Series E Preferred Shares Stock stated on the face thereof. Each certificate for shares of Series E Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES E PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES E PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES E PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES E PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion or redemption of Preferred Shares in accordance with the terms hereof, the Holder holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares Shares, if any, to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesredeemed. The Holder holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares Shares, if any, upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder the holder may not transfer the certificate representing the Preferred Shares unless such Holder the holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder The holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by any such certificate may be less than the number of Preferred Shares stated on of the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO DESIGNATIONS, PREFERENCES AND RIGHTS OF THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(e)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(e)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEDESIGNATIONS, PREFERENCES AND RIGHTS.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the any Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder Holders and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 2, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 3(c)(v) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES F-1 PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii3(c) THEREOF. THE NUMBER OF SHARES OF SERIES F-1 PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES F-1 PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii3(c) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES F-1 PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 6, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (Bin which event such certificate(s) a shall be delivered to the Company as contemplated by this Section 6(b) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS DESIGNATION RELATING TO THE SHARES OF SERIES J PREFERRED SHARES STOCK THAT MAY BE REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii6(b) THEREOF. THE NUMBER OF SHARES OF SERIES J PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES H PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii6(b) OF THE CERTIFICATE OF DESIGNATIONS DESIGNATION RELATING TO THE SHARES OF SERIES J PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 2, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 3(c)(v) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES F PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii3(c) THEREOF. THE NUMBER OF SHARES OF SERIES F PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES F PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii3(c) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES F PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company unless (A) it is being exercised for all of the full or remaining number of Preferred Warrant Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder and the Company shall maintain records showing the number of Preferred Warrant Shares so converted exercised and issued and the dates of such conversions exercises or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares this Warrant upon each such conversionexercise. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Warrant Shares to which the record holder Holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a the Holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate Warrant of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Warrant Shares represented by such certificatethis Warrant. A The Holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Warrant Shares represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(f) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(f) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding Unless the Board otherwise determines in good faith that the following will result in undue expense to the Corporation or be contrary to applicable law, notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Series A Shares in accordance with the terms hereof, the Holder holder thereof shall not be required to physically surrender the certificate representing the Preferred Series A Shares to the Company Corporation unless (Ai) the full or remaining number of Preferred Series A Shares represented by the certificate are being converted or (Bii) a Holder holder has provided the Company Corporation with prior written notice (which notice may be included in a Holder Conversion Notice) requesting reissuance of Preferred Series A Shares upon physical surrender of any Preferred Series A Shares. The Holder holder and the Company Corporation shall maintain records showing the number of Preferred Series A Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the Preferred Series A Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of Preferred Series A Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoingIn connection with any transfer of all or any portion of Series A Shares held by any holder (subject to Article 3.11), if Preferred Shares represented by a certificate are converted as aforesaid, a Holder such holder may not transfer physically surrender the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Series A Shares to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder holder a new certificate or certificates of like tenor, registered as such Holder holder may request, representing in the aggregate the remaining number of Preferred Series A Shares represented by such certificate. A Holder holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Series A Shares, the number of Preferred Series A Shares represented represented, by such certificate may be less than the number of Preferred Series A Shares stated on the face thereof. Each certificate for Preferred representing Series A Shares shall bear the following legend: “ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED TO THE PREFERRED SERIES A SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(viiARTICLE 3.8(n) THEREOF. THE NUMBER OF PREFERRED SERIES A SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SERIES A SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(viiARTICLE 3.8(n) OF THE CERTIFICATE OF DESIGNATIONS RELATING RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED TO THE PREFERRED SERIES A SHARES REPRESENTED BY THIS CERTIFICATE.”

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exchange of Preferred Shares in accordance with the terms hereof, the Holder thereof Investor shall not be required to physically surrender the certificate representing the Preferred Shares to the Company Parent unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted exchanged or (B) a Holder an Investor has provided the Company Parent with prior written notice (which notice may be included in a Conversion an Exchange Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder Investor and the Company Parent shall maintain records showing the number of Preferred Shares so converted exchanged and the dates of such conversions exchanges or shall use such other method, reasonably satisfactory to the Holder Investor and the CompanyParent, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversionexchange. In the event of any dispute or discrepancy, such records of the Company Parent establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted exchanged as aforesaid, a Holder an Investor may not transfer the certificate representing the Preferred Shares unless such Holder Investor first physically surrenders the certificate representing the Preferred Shares to the CompanyParent, whereupon the Company Parent will forthwith issue and deliver upon the order of such Holder Investor a new certificate of like tenor, registered as such Holder Investor may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder An Investor and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exchange of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(v)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES C PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(v) THEREOF. THE NUMBER OF SHARES OF SERIES C PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES C PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(v) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES C PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the any Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder Holders and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(ix) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(ix) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion or redemption of Preferred Shares this Note in accordance with the terms hereof, the Holder thereof shall will not be required to physically surrender the certificate representing the Preferred Shares this Note to the Company Issuer unless (A) all of the full or remaining number of Preferred Shares represented by the certificate are Principal is being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesredeemed. The Holder and the Company shall will maintain records showing the number of Preferred Shares so Principal amount converted or redeemed and the dates of such conversions or shall redemptions or will use such other method, reasonably satisfactory to the Holder and the CompanyIssuer, so as not to require physical surrender of the certificate representing the Preferred Shares this Note upon each such conversion. In the event of any dispute conversion or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest errorredemption. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are this Note is converted or redeemed as aforesaid, a the Holder may not transfer this Note unless the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares this Note to the CompanyIssuer, whereupon the Company Issuer will forthwith issue and deliver upon the order of such the Holder a new certificate Note of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Shares Principal represented by such certificatethis Note. A The Holder and any assignee, by acceptance of a certificatethis Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion or redemption of any Preferred Sharesportion of this Note, the number Principal of Preferred Shares represented by such certificate this Note may be less than the number of Preferred Shares principal amount stated on the face thereofhereof. Each certificate for Preferred Shares shall Note will bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATENOTE, INCLUDING SECTION 2(c)(vii) THEREOF3(e). THE NUMBER PRINCIPAL AMOUNT OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE NOTE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES PRINCIPAL AMOUNT STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF 3(e). THE CERTIFICATE OF DESIGNATIONS RELATING OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT AND SUBORDINATED TO CERTAIN SENIOR OBLIGATIONS IN THE MANNER AND TO THE PREFERRED SHARES REPRESENTED EXTENT SET FORTH IN A SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF AUGUST 15, 2008 EXECUTED BY THIS CERTIFICATEINTERNATIONAL GAME TECHNOLOGY, AS AGENT FOR CERTAIN SUBORDINATED CREDITORS AND PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION, AS ADMINISTRATIVE AGENT FOR CERTAIN SENIOR CREDITORS.

Book Entry. Notwithstanding anything The Issuer shall enter into an agreement (the "Book Entry Agreement") with DTC, or any successor thereto, or other securities depository, and make such other provision and perform such further acts as are necessary or appropriate to provide for the distribution of the Bonds in book-entry form. Neither the Issuer, the Trustee, nor the Paying Agent will have any responsibility or obligations to the contrary set forth hereinDTC Participants, upon conversion DTC Indirect Participants (as each is defined in the Book Entry Agreement) or the beneficial owners with respect to (i) the accuracy of Preferred Shares any records maintained by DTC or any DTC Participant or DTC Indirect Participant; (ii) the payment by DTC or any DTC Participant or DTC Indirect Participant of any amount due to any beneficial owner in accordance with respect of the principal amount or redemption price of or interest on the Bonds; (iii) the delivery by DTC or any DTC Participant or DTC Indirect Participant of any notice to any beneficial owner that is required or permitted to be given to bondholders under the terms hereofof the Indenture; (iv) the selection of the beneficial owners to receive payment in the event of any partial redemption of the Bonds; or (v) any consent given or other action taken by DTC as registered owner. The Trustee shall issue Bonds directly to beneficial owners of Bonds upon receipt by it of a written listing of all beneficial owners of the Bonds, such listing to include the name, address and taxpayer identification number of each such beneficial owner of the Bonds, other than DTC, or its nominee, in the event that: (1) DTC determines not to continue to act as securities depository for the Bonds; or (2) The Trustee has advised DTC at the request of the Issuer of the Issuer's determination that DTC is incapable of discharging its duties; or (3) The Issuer determines that it is in its best interest not to continue the book-entry system or that the interests of the beneficial owners of the Bonds might be adversely affected if the book-entry system is continued. Upon occurrence of the events described in (1) or (2) above, the Holder thereof Issuer shall not be required attempt to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversionlocate another qualified securities depository. In the event of any dispute the Issuer makes the determination noted in (3) above, or discrepancy, such records if the Issuer fails to locate another qualified securities depository to replace DTC upon occurrence of the Company establishing events described in (1) or (2) above, the number of Preferred Shares Trustee shall mail a notice to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares DTC for distribution to the Companybeneficial owners of the Bonds stating that DTC will no longer serve as securities depository, whereupon the Company will forthwith issue and deliver upon the order of such Holder whether a new certificate of like tenorsecurities depository will or can be appointed, registered as the procedures for obtaining such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder Bonds and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraphIndenture which govern the Bonds including, following conversion of any Preferred Sharesbut not limited to, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEprovisions regarding authorized denominations, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEtransfer and exchange, principal and interest payment and other related matters.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a the Holder may not transfer the certificate representing the Preferred Shares unless such the Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A The Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii3(c)(vi) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii3(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of shares of Series C Preferred Shares Stock in accordance with the terms hereof, the any Holder thereof shall not be required to physically surrender the certificate representing the shares of Series C Preferred Shares Stock to the Company unless (A) the full or remaining number of shares of Series C Preferred Shares Stock represented by the certificate are being converted converted, or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of shares of Series C Preferred Shares Stock upon physical surrender of any shares of Series C Preferred SharesStock. The Holder Holders and the Company shall maintain records showing the number of shares of Series C Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the shares of Series C Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of shares of Series C Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if shares of Series C Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the shares of Series C Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the shares of Series C Preferred Shares Stock to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series C Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any shares of Series C Preferred SharesStock, the number of shares of Series C Preferred Shares Stock represented by such certificate may be less than the number of shares of Series C Preferred Shares Stock stated on the face thereof. Each certificate for shares of Series C Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(viiPARAGRAPH 4(d)(vi) OF THE CERTIFICATE OF DESIGNATIONS DESIGNATION RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the such Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth ---------- herein, upon conversion of shares of Series D Preferred Shares Stock in accordance with the terms hereof, the any Holder thereof shall not be required to physically surrender the certificate representing the shares of Series D Preferred Shares Stock to the Company unless (A) the full or remaining number of shares of Series D Preferred Shares Stock represented by the certificate are being converted or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of shares of Series D Preferred Shares Stock upon physical surrender of any shares of Series D Preferred SharesStock. The Holder Holders and the Company shall maintain records showing the number of shares of Series D Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the shares of Series D Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of shares of Series D Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if shares of Series D Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the shares of Series D Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the shares of Series D Preferred Shares Stock to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series D Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any shares of Series D Preferred SharesStock, the number of shares of Series D Preferred Shares Stock represented by such certificate may be less than the number of shares of Series D Preferred Shares Stock stated on the face thereof. Each certificate for shares of Series D Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii3(d)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (Bin which event such certificate(s) a shall be delivered to the Company as contemplated by this Section 4(a)(vi)) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder Record Holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES P PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(a)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES P PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES P PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(a)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES P PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Preferred Shares in accordance with the terms hereof, the a Holder thereof shall not be required to physically surrender the certificate representing the Series A Preferred Shares to the Company unless (A) the full or remaining number of Series A Preferred Shares represented by the certificate are being converted converted, in which case such Holder shall deliver such stock certificate to the Company as soon as reasonably practicable following such conversion or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Preferred Shares upon physical surrender of any Series A Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Series A Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the Series A Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Series A Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. If the Company does not update its records to record such Stated Value and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Company’s records shall be automatically deemed updated to reflect such occurrence. Notwithstanding the foregoing, if Series A Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Preferred Shares unless such Holder Xxxxxx first physically surrenders the certificate representing the Series A Preferred Shares to the Company, whereupon the Company will forthwith within five (5) Business Days of receipt of such surrender, issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Series A Preferred Shares represented by such certificatecertificate within five (5) Business Days. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Preferred Shares, the number of Series A Preferred Shares represented by such certificate may be less than the number of Series A Preferred Shares stated on the face thereof. Each certificate for Series A Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii5(c)(vi) THEREOF. THE NUMBER OF SERIES A PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SERIES A PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii5(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a the Holder may not transfer the certificate representing the Preferred Shares unless such the Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A The Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares this Note in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares this Note to the Company unless (A) all of the full or remaining number of Preferred Shares represented by the certificate are Principal is being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesconverted. The Holder and the Company shall maintain records showing the number of Preferred Shares so principal amount converted or redeemed and the dates of such conversions or redemptions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares this Note upon each such conversionconversion or redemption. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares Principal to which the record holder Holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are this Note is converted or redeemed as aforesaid, a the Holder may not transfer this Note unless the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate Note of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Shares Principal represented by such certificatethis Note. A The Holder and any assignee, by acceptance of a certificatethis Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion or redemption of any Preferred Sharesportion of this Note, the number Principal of Preferred Shares represented by such certificate this Note may be less than the number of Preferred Shares principal amount stated on the face thereofhereof. Each certificate for Preferred Shares Note shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATENOTE, INCLUDING SECTION 2(c)(vii) THEREOFHEREOF. THE NUMBER PRINCIPAL AMOUNT OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE NOTE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES PRINCIPAL AMOUNT STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company unless (A) it is being exercised for all of the full or remaining number of Preferred Warrant Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder and the Company shall maintain records showing the number of Preferred Warrant Shares so converted exercised and issued and the dates of such conversions exercises or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares this Warrant upon each such conversionexercise. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Warrant Shares to which the record holder Holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a the Holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate Warrant of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Warrant Shares represented by such certificatethis Warrant. A The Holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Warrant Shares represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(f) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(f) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES D PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES D PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Preferred Shares Stock in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Series A Preferred Shares Stock to the Company Corporation unless (A) the full or remaining number of shares of Series A Preferred Shares Stock represented by the certificate are being converted converted, in which case the Holder shall deliver such stock certificate to the Corporation promptly following such conversion, or (B) a Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Preferred Shares Stock upon physical surrender of any Series A Preferred SharesStock. The Holder and the Company Corporation shall maintain records showing the number of shares of Series A Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the Series A Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of shares of Series A Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the Series A Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Preferred SharesStock, the number of shares of Series A Preferred Shares Stock represented by such certificate may be less than the number of shares of Series A Preferred Shares Stock stated on the face thereof. Each certificate for Series A Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANYCORPORATION'S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii7(c)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii7(c)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof holder of this Warrant shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company unless (A) it is being exercised for all of the full or remaining number of Preferred Warrant Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder holder and the Company shall maintain records showing the number of Preferred Warrant Shares so converted exercised and issued, the dates of such conversions exercises, the outstanding shares of Common Stock and the number of shares of Common Stock issuable upon the exercise or conversion of any options, warrants, rights or other instruments or securities exercisable for exchangeable for or convertible into common stock and all adjustments thereto as set forth in the first paragraph of this Warrant, and the amount of fully committed, irrevocable funding for the Facility, or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender be able to calculate the number of the certificate representing the Preferred Warrant Shares upon each such conversionfor which this Warrant is then exercisable. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Warrant Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a Holder the holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate Warrant of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder The holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Warrant Shares represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(c) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(c) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof holder of this Warrant shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company unless (A) it is being exercised for all of the full or remaining number of Preferred Warrant Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder holder and the Company shall maintain records showing the number of Preferred Warrant Shares so converted exercised and issued and the dates of such conversions exercises or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares this Warrant upon each such conversionexercise. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Warrant Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a Holder the holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate Warrant of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Warrant Shares represented by such certificatethis Warrant. A Holder The holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Warrant Shares represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(e) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON XXX XXXXXX XXX XXXXX XX THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(e) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth hereinThe Class A Notes, upon conversion original issuance, shall be issued in the form of Preferred Shares in accordance with typewritten Notes representing the terms hereofBook-Entry Notes, to be delivered to The Depository Trust Company, the Holder initial Clearing Agency, by, or on behalf of, the Issuer. The Class A Notes representing the Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof shall not be required receive a Definitive Note representing such Note Owner's interest in such Note, except as provided in SECTION 2.13. Unless and until definitive, fully registered Class A Notes (the "DEFINITIVE NOTES") have been issued to physically surrender the certificate representing the Preferred Shares such Note Owners pursuant to the Company unless SECTION 2.13: (Aa) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraphSECTION 2.11 shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Class A Notes and the giving of instructions or directions hereunder) as the sole Holder of the Class A Notes, following conversion and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this SECTION 2.11 conflict with any Preferred Sharesother provisions of this Indenture, the number provisions of Preferred Shares represented this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such certificate may be less than Note Owners and the number Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; unless and until Definitive Notes are issued pursuant to SECTION 2.13, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of Preferred Shares stated principal of and interest on the face thereof. Each certificate for Preferred Shares Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Class A Note Balance, the Clearing Agency shall bear be deemed to represent such percentage only to the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEextent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATErespectively, such required percentage of the beneficial interest in the Class A Notes and has delivered such instructions to the Indenture Trustee.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(viii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything The Issuer shall enter into an agreement in substantially the form attached hereto as Exhibit B (the "BOOK ENTRY AGREEMENT") with the Paying Agent and DTC, or any successor thereto, or other securities depository, and make such other provision and perform such further acts as are necessary or appropriate to provide for the distribution of the Bonds in book-entry form. Neither the Issuer, the Lessee, the Trustee, nor the Paying Agent will have any responsibility or obligations to the contrary set forth hereinDTC Participants, upon conversion DTC Indirect Participants (as each is defined in the Book Entry Agreement contained as Exhibit B hereto) or the beneficial owners with respect to (i) the accuracy of Preferred Shares any records maintained by DTC or any DTC Participant or DTC Indirect Participant; (ii) the payment by DTC or any DTC Participant or DTC Indirect Participant of any amount due to any beneficial owner in accordance with respect of the principal of, redemption premium, if any, or interest on the Bonds; (iii) the delivery by DTC or any DTC Participant or DTC Indirect Participant of any notice to any beneficial owner that is required or permitted to be given to bondholders under the terms hereofof the Indenture; (iv) the selection of the beneficial owners to receive payment in the event of any partial redemption of the Bonds; or (v) any consent given or other action taken by DTC as registered owner. The Trustee shall issue Bonds directly to beneficial owners of Bonds other than DTC, or its nominee, in the event that: (1) DTC determines not to continue to act as securities depository for the Bonds; or (2) the Trustee has advised DTC at the request of the Lessee of the Lessee's determination that DTC is incapable of discharging its duties; or (3) the Issuer determines that it is in the best interest of the Lessee not to continue the book-entry system (and the Lessee provides written approval of such determination) or that the interests of the beneficial owners of the Bonds might be adversely affected if the book-entry system is continued. Upon occurrence of the events described in (1) or (2) above, the Holder thereof Lessee shall not be required attempt to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversionlocate another qualified securities depository. In the event of any dispute the Issuer makes the determination noted in (3) above, or discrepancy, such records if the Lessee fails to locate another qualified securities depository to replace DTC upon occurrence of the Company establishing events described in (1) or (2) above, the number of Preferred Shares Trustee shall mail a notice to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares DTC for distribution to the Companybeneficial owners of the Bonds stating that DTC will no longer serve as securities depository, whereupon the Company will forthwith issue and deliver upon the order of such Holder whether a new certificate of like tenorsecurities depository will or can be appointed, registered as the procedures for obtaining such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder Bonds and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraphIndenture which govern the Bonds including, following conversion but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. The Trustee reserves the right to initially issue the Bonds directly to the beneficial owners of any Preferred Shares, the number Bonds if the Trustee receives an opinion of Preferred Shares represented by such certificate may be less than Bond Counsel that determines that use of the number of Preferred Shares stated book entry system would cause the interest on the face thereof. Each certificate Bonds to be included in gross income of the bondholders for Preferred Shares shall bear federal income tax purposes pursuant to Section 103 of the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATECode, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEif applicable.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of shares of Series A Preferred Shares Stock in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the shares of Series A Preferred Shares Stock, if any, to the Company Corporation unless (A) the full or remaining number of shares of Series A Preferred Shares Stock represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesconverted. The Each Holder and the Company Corporation shall maintain records showing the number of shares of Series A Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the shares of Series A Preferred Shares Stock, if any, upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled Corporation shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if shares of Series A Preferred Shares Stock represented by a certificate are converted as aforesaid, a such Holder may not transfer the certificate representing the shares of Series A Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the shares of Series A Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Preferred Shares Stock represented by such certificate. A Each Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any shares of Series A Preferred SharesStock, the number of shares of Series A Preferred Shares Stock represented by any such certificate may be less than the number of shares of Series A Preferred Shares Stock stated on of the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.