Common use of Borrower’s Response Clause in Contracts

Borrower’s Response. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversion, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between the Lender, the Borrower and the Borrower’s transfer agent, the Borrower’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice of Conversion, provided that the Borrower’s transfer agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock to which the Lender shall be entitled by crediting the account of the Lender’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice of Conversion, the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of Conversion, a certificate, registered in the name of the Lender, for the number of shares of the Borrower’s Common Stock to which the Lender shall be entitled.

Borrower’s Response. In the event Upon receipt or deemed receipt by the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice copy of Conversion, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Notice of a Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between the LenderNotice, the Borrower (A) shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to the Lender and the Borrower’s transfer agent, the Borrower’s designated transfer agent (the “Transfer Agent”), which confirmation shall issue the applicable shares of the Borrower’s Common Stock constitute an instruction to the Lender as hereby provided. Within five Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (5B) on or before the second (2nd) Business Days after Day following the date of the Notice of Conversion, provided that the Borrower’s transfer agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, receipt or deemed receipt by the Borrower shall cause the transfer agent to of such Conversion Notice (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAIearlier, the Lender may request and require the Borrower’s transfer agent to) electronically transmit the applicable shares end of the Borrower’s Common Stock standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), shall credit such aggregate number of Conversion Shares to which the Lender shall be entitled by crediting the account of to the Lender’s prime broker or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Deposit/Withdrawal Agent Commission At Custodian (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice of Conversion, the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of Conversion, a certificate, registered in the name of the Lender, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled. If notwithstanding the provisions of Section 2(c)(vi), the Lender elects to physically surrender this Note for conversion and the Principal represented by this Note is greater than the Principal being converted, then the Borrower shall, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Lender a new Note representing the Principal not converted and cancel this Note. For purposes of Rule 144 under the Securities Act, any Conversion Shares issued to Lender shall be deemed to have been acquired by such Lender on April 3, 2017 (the date this Note was originally issued). Accordingly, (A) upon any conversion of this Note, the Rule 144 holding period for the Conversion Shares acquired thereupon shall be in excess of one (1) year, and (B) provided the Lender is not an Affiliate of the Borrower on the Conversion Date and has not been an Affiliate of the Borrower within the three-month period immediately preceding the Conversion Date (the “Unrestricted Condition”), which the Borrower shall assume and Lender hereby represents unless the Lender advises the Borrower otherwise in writing, the Conversion Shares issued to Lender will be freely transferable, without restriction or limitation (including any volume limitation) under Federal or state securities laws, pursuant to Rule 144 under the Securities Act and will not contain or be subject to a legend or stop transfer order restricting the resale or transferability of thereof.

Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon aspracticable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation")to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the Borrower’s 's transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the Lender, the Borrower and the Borrower’s transfer agentCredit Agreement, the Borrower’s 's transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s 's transfer agent is participating in the DTC Depository Trust Borrower ("DTC") Fast Automated Securities Transfer (“"FAST”") program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s 's transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender’s 's prime broker with DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s 's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s 's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon aspracticable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the "ConversionConfirmation")to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the Borrower’s 's transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the Lender, the Borrower and the Borrower’s transfer agentCredit Agreement, the Borrower’s 's transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s 's transfer agent is participating in the DTC Depository Trust Borrower ("DTC") Fast Automated Securities Transfer (“"FAST”") program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s 's transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender’s 's prime broker with DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s 's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s 's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. In the event the Borrower Company fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the BorrowerCompany’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the LenderTransaction Documents, the Borrower and the Borrower’s transfer agent, the BorrowerCompany’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender Holder as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the BorrowerCompany’s transfer agent is participating in the DTC Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower Company shall cause the transfer agent to (or, if for any reason the Borrower Company fails to instruct or cause its transfer agent to so act, then pursuant to the ITAITransaction Documents, the Lender Holder may request and require the BorrowerCompany’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender Holder shall be entitled by crediting the account of the LenderHolder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender Holder of such delivery. In the event that the BorrowerCompany’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Borrower Company shall instruct and cause its transfer agent to (or, if for any reason the Borrower Company fails to instruct or cause its transfer agent to so act, then pursuant to the ITAITransaction Documents, the Lender Holder may request and require the BorrowerCompany’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the LenderHolder, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Subject to the make-whole rights below, conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. In the event Upon receipt or deemed receipt by the Borrower fails to issue any shares of a copy of a Conversion Notice, or in the case of a Mandatory Conversion or a Forced Conversion, receipt by the Borrower of the Borrower’s Common Stock pursuant to a Mandatory Conversion Lender Notice of Conversion, (as defined in Section 2(d)) or the Forced Conversion Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between the Lender(as defined in Section 2(e)) (as applicable), the Borrower (A) shall immediately send, via facsimile or electronic mail, a confirmation of receipt of such Conversion Notice to the Lender and the Borrower’s transfer agent, the Borrower’s designated transfer agent (the “Transfer Agent”), which confirmation shall issue the applicable shares of the Borrower’s Common Stock constitute an instruction to the Lender as hereby provided. Within five Transfer Agent to process the Voluntary Conversion, Mandatory Conversion or Forced Conversion in accordance with the terms herein, and (5B) (I) in the case of a Voluntary Conversion or Forced Conversion, on or before the second (2nd) Business Days after the date of the Notice of Conversion, provided that the Borrower’s transfer agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to Day (or, if earlier, the end of the standard settlement period for any reason U.S. broker-dealer securities transactions) following (1) the date of receipt or deemed receipt by the Borrower fails to instruct of the Conversion Notice or cause its transfer agent to so act(2) the date of delivery by the Borrower of the Forced Conversion Notice (as applicable), then pursuant to or (II) in the ITAIcase of a Mandatory Conversion, on the Lender may request and require the Borrower’s transfer agent toMandatory Conversion Date (as defined in Section 2(d)) electronically transmit (the applicable shares date set forth in this clause (II) or the immediately preceding clause (I) being referred to as the “Share Delivery Date”), shall credit such aggregate number of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled by crediting the account of to the Lender’s prime broker or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Deposit/Withdrawal Agent Commission At Custodian (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice of Conversion, the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of Conversion, a certificate, registered in the name of the Lender, system for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled. If notwithstanding the provisions of Section 2(c)(vi), the Lender elects to physically surrender this Note for conversion and the Principal represented by this Note is greater than the Principal being converted, then the Borrower shall, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Lender a new Note representing the Principal not converted and cancel this Note. For purposes of Rule 144 under the Securities Act, any Conversion Shares issued to Lender shall be deemed to have been acquired by such Lender on April 3, 2017 (the date this Note was originally issued). Accordingly, (A) upon any conversion of this Note, the Rule 144 holding period for the Conversion Shares acquired thereupon shall be in excess of one (1) year, and (B) provided the Lender is not an Affiliate of the Borrower on the Conversion Date and has not been an Affiliate of the Borrower within the three-month period immediately preceding the Conversion Date (the “Unrestricted Condition”), which the Borrower shall assume and Lender hereby represents unless the Lender advises the Borrower otherwise in writing, the Conversion Shares issued to Lender will be freely transferable, without restriction or limitation (including any volume limitation) under Federal or state securities laws, pursuant to Rule 144 under the Securities Act and will not contain or be subject to a legend or stop transfer order restricting the resale or transferability of thereof.

Borrower’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. In the event the Borrower Company fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the BorrowerCompany’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the LenderSPA, the Borrower and the Borrower’s transfer agent, the BorrowerCompany’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender Holder as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the BorrowerCompany’s transfer agent is participating in the DTC Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower Company shall cause the transfer agent to (or, if for any reason the Borrower Company fails to instruct or cause its transfer agent to so act, then pursuant to the ITAISPA, the Lender Holder may request and require the BorrowerCompany’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender Holder shall be entitled by crediting the account of the LenderHolder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender Holder of such delivery. In the event that the BorrowerCompany’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Borrower Company shall instruct and cause its transfer agent to (or, if for any reason the Borrower Company fails to instruct or cause its transfer agent to so act, then pursuant to the ITAISPA, the Lender Holder may request and require the BorrowerCompany’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the LenderHolder, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Subject to the make-whole rights below, conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. In the event Upon receipt or deemed receipt by the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a copy of an Exchange Notice of Conversion, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between the from a Lender, the Borrower (I) shall as soon as practicable send, via electronic mail, a confirmation of receipt of such Exchange Notice to such Lender and the Borrower’s transfer agent, the Borrower’s designated transfer agent (the “Transfer Agent”), if applicable, which confirmation shall issue constitute an instruction to any such Transfer Agent to process such Exchange Notice in accordance with the applicable shares of terms herein and (II) within the Borrower’s Common Stock to the Lender as hereby provided. Within five (5) Business Days after Standard Settlement Period following the date of the Notice of Conversion, provided that the Borrower’s transfer agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, receipt or deemed receipt by the Borrower shall cause of such Exchange Notice (the transfer agent to “Share Delivery Date”), (or, A) in respect of the number Option Exchange Shares (if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent toany) electronically transmit the applicable comprised of shares of the Borrower’s Common Stock, credit such aggregate number of shares of Common Stock to which the such Lender shall be entitled by crediting in connection with such Exchange Notice, to the account of the Lender’s prime broker with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating or (B) in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date respect of the Notice number of ConversionOption Exchange Shares comprised of Series B-2 Preferred Shares (if any), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery deliver to the address specified in the Notice of ConversionExchange Notice, a stock certificate, registered in the name of the Lender (or its nominee) or such other persons as designated by the Lender, for the number of shares of the Borrower’s Common Stock Series B-2 Preferred Shares to which the Lender shall be entitledentitled in connection with such Exchange Notice. Provided that the Lender to which Option Exchange Shares are to be issued represents that (x) as of the date of delivery of the applicable Exchange Notice it is not, and for a period of three (3) months prior to such date has not been, an “affiliate” (as such term is used in Rule 144 under the Securities Act) of the Borrower, and (y) the Indenture Notes being converted have not been held by such an affiliate within the six (6)-month period immediately preceding the date of such Exchange Notice, the Option Exchange Shares shall not be subject to restrictions on transfer, and shall not bear any legend or be subject to any stop transfer or similar instruction. For the avoidance of doubt, by delivering an Exchange Notice, a Lender shall be deemed to have made the representations contemplated by the immediately preceding sentence, unless the applicable Lender otherwise indicates in such Exchange Notice. All interest in respect of the Exchanged Notes to which an Exchange Notice relates that accrues from the Interest Payment Date immediately preceding the applicable Exchange Date through (and including) the date the applicable Option Exchange Shares are delivered hereunder shall be paid by the Borrower, in cash, by wire transfer of immediately available funds to an account designated by such Lender by no later than the last day of the Standard Settlement Period following such Exchange Date.

Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the Borrower’s 's transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the Lender, the Borrower and the Borrower’s transfer agentCredit Agreement, the Borrower’s 's transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s 's transfer agent is participating in the DTC Depository Trust Borrower ("DTC") Fast Automated Securities Transfer (“"FAST”") program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s 's transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender’s 's prime broker with DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s 's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s 's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the Borrower’s 's transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the Lender, the Borrower and the Borrower’s transfer agentCredit Agreement, the Borrower’s 's transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s 's transfer agent is participating in the DTC Depository Trust Borrower ("DTC") Fast Automated Securities Transfer (“"FAST”") program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s 's transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender’s 's prime broker with DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s 's transfer agent is not participating in the DTC FAST DTCFAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s 's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the Lender, the Borrower and the Borrower’s transfer agentLoan Documents, the Borrower’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender Holder as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s transfer agent is participating in the DTC Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAILoan Documents, the Lender Holder may request and require the Borrower’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender Holder shall be entitled by crediting the account of the LenderHolder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender Holder of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAILoan Documents, the Lender Holder may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the LenderHolder, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest, Premium, if applicable, and other sums due hereunder, has been so converted. Subject to the make-whole rights below, conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. In the event Upon receipt or deemed receipt by the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a copy of an Exchange Notice of Conversion, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between the from a Lender, the Borrower (I) shall as soon as practicable send, via electronic mail, a confirmation of receipt of such Exchange Notice to such Lender and the Borrower’s transfer agent, the Borrower’s designated transfer agent (the “Transfer Agent”), if applicable, which confirmation shall issue constitute an instruction to any such Transfer Agent to process such Exchange Notice in accordance with the applicable shares of terms herein and (II) within the Borrower’s Common Stock to the Lender as hereby provided. Within five (5) Business Days after Standard Settlement Period following the date of the Notice of Conversion, provided that the Borrower’s transfer agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, receipt or deemed receipt by the Borrower shall cause of such Exchange Notice (the transfer agent to “Share Delivery Date”), (or, A) in respect of the number Option Exchange Shares (if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent toany) electronically transmit the applicable comprised of shares of the Borrower’s Common Stock, credit such aggregate number of shares of Common Stock to which the such Lender shall be entitled by crediting in connection with such Exchange Notice, to the account of the Lender’s prime broker with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating or (B) in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date respect of the Notice number of ConversionOption Exchange Shares comprised of Series B-2 Preferred Shares (if any), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery deliver to the address specified in the Notice of ConversionExchange Notice, a stock certificate, registered in the name of the Lender (or its nominee) or such other persons as designated by the Lender, for the number of shares of the Borrower’s Common Stock Series B-2 Preferred Shares to which the Lender shall be entitledentitled in connection with such Exchange Notice. Provided that the Lender to which Option Exchange Shares are to be issued represents that (x) as of the date of delivery of the applicable Exchange Notice it is not, and for a period of three (3) months prior to such date has not been, an “affiliate” (as such term is used in Rule 144 under the Securities Act) of the Borrower, and (y) the Note being converted has not been held by such an affiliate within the six (6)-month period immediately preceding the date of such Exchange Notice, the Option Exchange Shares shall not be subject to restrictions on transfer, and shall not bear any legend or be subject to any stop transfer or similar instruction. For the avoidance of doubt, by delivering an Exchange Notice, a Lender shall be deemed to have made the representations contemplated by the immediately preceding sentence, unless the applicable Lender otherwise indicates in such Exchange Notice. All interest in respect of the principal amount of the Exchange Notes to which an Exchange Notice relates that has accrued and is unpaid through the date the applicable Option Exchange Shares are delivered hereunder shall be paid by the Borrower in kind by adding the amount of such interest to the then outstanding principal amount of the Note to which the applicable Exchange related.

Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the Lender, the Borrower and the Borrower’s transfer agentCredit Agreement, the Borrower’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s transfer agent is participating in the DTC Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAICredit Agreement, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversion, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI Irrevocable Transfer Agent Instructions to be entered into simultaneously herewith between the Lender, the Borrower and the Borrower’s transfer agentagent (the “ITAI”), the Borrower’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice of Conversion, provided that the Borrower’s transfer agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock to which the Lender shall be entitled by crediting the account of the Lender’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice of Conversion, the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of Conversion, a certificate, registered in the name of the Lender, for the number of shares of the Borrower’s Common Stock to which the Lender shall be entitled.

Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender Holder shall have the absolute and irrevocable right and authority to deliver the fully folly executed Conversion Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the Lender, the Borrower and the Borrower’s transfer agentLoan Documents, the Borrower’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender Holder as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation, (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s transfer agent is participating in the DTC Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAILoan Documents, the Lender Holder may request and require the Borrower’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender Holder shall be entitled by crediting the account of the LenderHolder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”’’) system, and provide proof satisfactory to the Lender Holder of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAILoan Documents, the Lender fee Holder may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the LenderHolder, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest, Premium, if applicable, and other sums due hereunder, has been so converted. Subject to die make-whole rights below, conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Borrower shall maintain records showing fee principal amounts) converted and the date of such conversion(S). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversionits Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between terms of the Lender, the Borrower and the Borrower’s transfer agentPurchase Agreement, the Borrower’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock Conversion Shares to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s transfer agent is participating in the DTC Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAIPurchase Agreement, the Lender may request and require the Borrower’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice Conversion Confirmation (or the date of Conversionthe Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAIPurchase Agreement, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of ConversionConversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of shares of the Borrower’s Common Stock Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Debenture to the Borrower unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.