Common use of Conversion Option Clause in Contracts

Conversion Option. (a) [Number of days after issuance before conversion option begins] business days following the original issuance of the Warrants, each Warrantholder will have the option to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option". The Company shall notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. (b) During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued.

Conversion Option. Subject to Sections 3.1 and 3.6, the Borrower may convert, in whole or in part, any Borrowing to another type of Borrowing. A Letter of Credit may not be converted. Notwithstanding the foregoing, a Bankers' Acceptance may only be converted on its maturity date and a Libor Loan may only be converted on the last day of the Libor Interest Period applicable to such Libor Loan or on any other day if the Borrower pays all amounts payable in respect thereof pursuant to Section 4.6., provided that: (a) [Number of days after issuance before conversion option begins] business days following the original issuance of the Warrants, each Warrantholder will have the option to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option". The Company shall notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and (iv) the CUSIP number assigned Borrower delivers to the Warrants. The Warrant Agent, at Lender a Conversion Notice within the request and expense notice periods provided in Section 3.1 for the type of Borrowing into which the Company, on behalf of the Company, shall mail such notice Borrower wishes to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein.convert; (b) During after the Conversion PeriodConversion, the Depository Borrower will credit the account of each Participant that deposits Warrant Certificates remain in compliance with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all Operating Facility Limit set out in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter").Article 2; (c) As more fully described in if the Representations Letterrequested Conversion is either from or into Libor Loans or Bankers' Acceptances, then: (i) if a Default has occurred and is continuing, the Depository will deliver daily Borrower, without limiting its rights to convert any Borrowing into a Prime Rate Loan or a U.S. Base Rate Loan, as applicable, shall only be entitled to request a Conversion into a Libor Loan with a Libor Interest Period of one month or into a Bankers' Acceptance with a term to maturity of one month or less as provided for herein; and (ii) if an Event of Default has occurred and is continuing, such Conversion shall not be permitted and all Libor Loans in respect of which any such Conversion has been requested shall be converted to a U.S. Base Rate Loan on the last day of the Libor Interest Period applicable thereto and all Bankers' Acceptances in respect of which any such Conversion has been requested shall be converted to a Prime Rate Loan on the maturity of such Bankers' Acceptances. Each Conversion Notice shall specify, with respect to the Warrant Agent Warrant Certificates deposited at outstanding loans to which such Conversion Notice applies, the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts new type of the Warrantholders registered on its books, Borrowing selected and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that Date. Each Conversion Notice shall be irrevocable and binding upon the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided hereinBorrower. On each subsequent day during Conversion Date, the Conversion Period that the Warrant Agent credits Warrants Borrower shall be required to repay to the Depository's account, Lender the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity basis of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository Borrowing which is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate being converted and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository subject to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will the Lender shall be entitled required to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject make available to the provisions Borrower the Borrowing into which such basis of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate Borrowing is issuedbeing converted.

Conversion Option. (ai) [Number Upon approval of days after issuance before conversion option begins] business days following the original issuance of the Warrantsany Tranche of Exchange Debt pursuant to Section 2.1(d), each Warrantholder will Vendor Purchaser shall have the option of converting, in EXCHANGE DEBT AGREEMENT 9 400 accordance with the terms of this Agreement, on a pro rata basis (calculated based upon the respective principal amount of the Notes then held by them), a principal amount of Notes held by such Vendor Purchasers under its respective Note Purchase Agreement into a like principal amount (or, in the case of Senior Discount Exchange Debt, issue price) of Initial Exchange Debt such that (x) after giving effect to convert all such conversions by all Purchasers, the form in which Senior Debt to Total Capitalization Ratio shall be less than or equal to the Target Ratio; and (y) the aggregate principal amount of Notes so exchanged for Initial Exchange Debt does not exceed the principal amount of Notes being assigned by such Warrantholder holds his Warrants from definitive Converting Vendor Purchasers pursuant to booka Non-entry form by utilizing Recourse Assignment (the principal amount of exchanged Notes being the "Conversion OptionPortion"). The Company Each Vendor Purchaser shall notify the Initiating Vendor Purchaser and all other Vendor Purchasers within ten Business Days after receipt by such Vendor Purchaser of any Notice of Proposed Conversion to Exchange Debt pursuant to Section 2.1(a) whether it elects to convert and each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered Vendor Purchaser electing to an entity convert in accordance with such Notice (a "ParticipantConverting Vendor Purchaser") entitled shall be obligated to executeconvert Notes on the terms and conditions set forth in such Notice of Proposed Conversion to Exchange Debt and this Agreement, clear and settle transactions through The Depository Trust Companyprovided that all conditions to conversion set forth in the Exchange Debt Conversion Agreement are satisfied or waived by each of the Converting Vendor Purchasers on the Conversion Date in respect of such Initial Exchange Debt. If any Vendor Purchaser elects not to convert its full Conversion Portion (a "Non-Converting Vendor Purchaser"), New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company Converting Vendor Purchasers shall recalculate each of their respective Conversion Portions in order for Warrants accordance with this Section 2.1(e)(i). Any Vendor Purchaser not providing a notice pursuant to this Section 2.1(e)(i) within such ten-day period shall be deemed to be converted into booka Non-entry form), Converting Purchaser. The Conversion Portion calculated hereunder shall be for estimate purposes only and the final conversion amount shall be determined by mutual agreement of the Converting Vendor Purchasers on the Conversion Date in respect of such Initial Exchange Debt. (ii) A Non-Converting Vendor Purchaser shall not engage in a Non-Recourse Assignment of any Notes or Commitments that it holds (or grant any Non-Recourse Participation, in respect of any Loans or Commitments held by it) under the applicable Note Purchase Agreement until the later of: (a) the date on which the Converting Vendor Purchasers have sold, on a non-recourse basis at a price equal to par, all of the Exchange Debt then being held by them and (b) January 1, 2003; provided, that the terms of this clause (ii) shall not apply if such conversions will commence Non-Converting Vendor Purchaser (which shall x) has purchased from the Converting Vendor Purchasers, on a pro rata basis, a principal amount of Exchange Debt (at a price of par plus accrued interest) equal to the amount of Exchange Debt that the Non-Converting Vendor Purchaser would have acquired through conversion under subclause (i) above and pursuant to Section 2.2, if such Non-Converting Vendor Purchaser had initially elected to convert when the other Converting Vendor Purchasers converted, (y) agrees to convert any additional amounts of Notes as may be such [number of days after issuance before conversion option begins] business daynecessary required pursuant to Section 2.2 and (z) executes all documents reasonable required by the Converting Vendor Purchasers in connection with the foregoing clauses (x) and (y). After satisfying the "Initial Conversion Date"conditions in clauses (x), (iiiy) the date on which and (z) above, such conversions will end (which date Non-Converting Vendor Purchaser shall be the [number considered a Converting Vendor EXCHANGE DEBT AGREEMENT 10 401 Purchaser for purposes of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and (iv) the CUSIP number assigned this Agreement. Notwithstanding anything herein to the Warrants. The Warrant Agentcontrary, at no Non-Converting Vendor Purchaser shall have any right to determine any matter relating to any Tranche of Exchange Debt unless it becomes a Converting Vendor Purchaser as contemplated by the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided hereinimmediately preceding sentence. (biii) During The Initiating Vendor Purchaser, or Nortel, with respect to a Non-Converting Vendor Purchaser pursuant to Section 2.2, shall provide written notice to the Conversion Periodrelevant Initial Facility Agent with respect to a Non-Converting Vendor Purchaser, notifying such Initial Facility Agent that, notwithstanding anything contained in the applicable Note Purchase Agreement, such Non-Converting Vendor Purchaser is not allowed to engage in a Non-Recourse Assignment of any Notes or Commitments that it holds (or grant any Participation, as defined in the applicable Note Purchase Agreement, in respect of any Loans or Commitments held by it) under the applicable Note Purchase Agreement until the Initial Facility Agent is otherwise notified by the Initiating Vendor Purchaser, or Nortel, with respect to a Non-Converting Vendor Purchaser pursuant to Section 2.2. The Initiating Vendor Purchaser, or Nortel, with respect to a Non-Converting Vendor Purchaser pursuant to Section 2.2, shall promptly, and in any event within five Business Days, provide the following notices, as applicable, to the relevant Initial Facility Agent: (1) notice that the Converting Vendor Purchasers have sold, on a non-recourse basis, all of the Exchange Debt then being held by them; provided that if such sales occur prior to January 1, 2003, the Depository will credit notice shall specify that the account Non-Converting Vendor Purchaser is prohibited from engaging in a Non-Recourse Assignment of each Participant any Notes or Commitments that deposits Warrant Certificates with it holds (or grant any Participation, as defined in the quantity applicable Note Purchase Agreement, in respect of Warrants evidenced any Loans or Commitments held by such Warrant Certificates either on it) under the date applicable Note Purchase Agreement until January 1, 2003 and (2) notice that such Warrant Certificates are deposited (if received by the Depository at its then applicable cutNon-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all Converting Vendor Purchaser has become a Converting Vendor Purchaser in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical BankSection 2.1(e)(ii) and the Depository (the "FAST Agreement")Non-Converting Vendor Purchaser is allowed to sell, countersign a new Global Warrant Certificate assign or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at transfer any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name Notes or Commitments (including by way of the Warrantholder and will be entitled to physical delivery of Participation) under such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in Note Purchase Agreement without restriction under this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issuedAgreement.

Conversion Option. (a) [Number Commencing on the forty-fifth calendar day or on any earlier day specified by the Determination Agent with the approval of days after issuance before conversion option begins] business days the Company following the initial original issuance of the Warrants, each Warrantholder will have the option (the "Conversion Option") to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option"form. The Company shall notify each Warrantholder, CEDEL and Euroclear Warrantholder as soon as practicable after the initial original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company Company) in proper form for deposit in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) 45th calendar day or such earlier day (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] forty-fifth calendar day after the Initial Conversion Date (the "Final Conversion Date")), ) and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, Company and on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. The Company will give prior notice of any such earlier Initial Conversion Date to the Warrant Agent by telephone or facsimile transmission and to the Warrantholders by mail or (at the Company's sole discretion) publication in a United States newspaper with a national circulation (currently expected to be The Wall Street Journal). (b) During the Conversion Option Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either by the close of business on the date that New York Business Day on which such Warrant Certificates are deposited (if received by the Depository at by its then applicable cut-off time for same-day credit) or on the following business day New York Business Day (if received by the Depository at by its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between among the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business dayNew York Business Day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Chemical Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Warrant Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued.

Conversion Option. Lender shall have a one-time right to convert either 100% or any percentage between 0% and 33% of the unpaid principal due under this Note to common stock of The Princeton Review, Inc. (a"Stock") [Number at the initial public offering price of days the Stock. Lender may exercise this right by delivering written notice (the "Conversion Notice") to Maker and The Princeton Review, Inc. during the period beginning on the first anniversary of the closing of the initial public offering and ending on the sixtieth day after issuance before conversion option begins] business days following such anniversary date (the original "Option Period"); provided that if the Note is unable to be converted due to the pendency of a Blackout Period, then the Option Period will be extended so that the period during which the Note is convertible shall be not less than 60 days. The Conversion Notice shall include a calculation of accrued interest due under this Note through the anticipated date of issuance of the Warrantsshares of Stock to Lender as provided below. Subject to any applicable requirements or restrictions of federal and state securities laws, each Warrantholder will have if Lender timely delivers the option Conversion Notice, Maker shall promptly cause The Princeton Review, Inc. to convert issue to Lender the form in which such Warrantholder holds his Warrants from definitive number of shares of Stock determined by dividing the amount of unpaid principal to book-entry form be converted by utilizing the "Conversion Option"initial offering price of the Stock. The Company shall notify each Warrantholder, CEDEL and Euroclear as soon as practicable after Concurrently with the original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered shares to an entity (a "Participant") entitled Lender, Maker shall pay to execute, clear and settle transactions Lender any accrued interest due for the period through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [of issuance of the shares. If Lender converts 100% of the unpaid principal to Stock, upon issuance of the appropriate number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number shares of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), Stock to Lender and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense payment of the Companyaccrued interest, on behalf of Lender shall deliver the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. (b) During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions original of this Agreement, each Warrantholder will be entitled Note to have a number of Warrants equivalent to such Warrantholder's beneficial interest Maker stamped "Paid" or with other acknowledgment that this Note has been paid and discharged in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issuedfull.

Conversion Option. Subject to satisfaction (aor waiver by the Majority Lenders in writing) [Number of days each condition set forth in Section 5, at any time on or prior to the date that is 18 months after issuance before conversion option begins] business days following the original issuance date of this Agreement (such period of time, the “Option Period”), the Company may, in its sole discretion and without any action by any Lender, convert all or any portion of the Warrantsthen outstanding unpaid principal amount of TLC into the Share Amount (with TLC held by each Lender at such time being converted into such Lender’s Ratable Percentage of the Share Amount (rounded to the nearest whole share)), and, in addition to the foregoing, and without regard to a Lender’s Ratable Percentage, in the event of a Mandatory Conversion in connection with a Qualifying IPO, the Company shall elect to convert, and shall convert, the principal amount of TLC specified by each Warrantholder will have Lender that has delivered a Mandatory Conversion Notice in accordance with Section 4(a) into the option to convert applicable Share Amount corresponding thereto (such optional and mandatory conversions, the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option"“Conversion”). The Company shall promptly notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance Lenders of its exercise of the Warrants Conversion Option and the aggregate number of shares of Common Stock to be issued to each Lender as a result of the Conversion (with respect to each Lender, the “Lender Share Amount”). The Conversion shall be effected concurrently with, and shall be conditioned upon, the completion of a Qualifying IPO. For the avoidance of doubt, (a) the Conversion shall not be effected upon (i) that Warrant Certificates (as defined herein) must be delivered to the completion of an entity (IPO other than a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. (b) During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate Qualifying IPO or (ii) endorse after the existing Global Warrant Certificate to evidence expiration of the increased quantity Option Period and (b) no TLC held by the SPV Purchaser or any Sponsor or any of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account their respective Affiliates shall be outstanding at any time. (d) If (i) eligible for the Depository is at Conversion. At any time unwilling of determination of Share Amount, Capitalization Rate, Enterprise Value, Equity Value, Mortgage Debt or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 daysNet Operating Income, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for notify the benefit Lenders of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent such determination and deliver to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to Lenders an officer’s certificate signed by the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public chief financial officer shall have taken charge or control of the Company or of its property or affairsshowing the calculations involved in such determination, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository and certifying as to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery accuracy of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if calculations and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issuedcomponents thereof.

Conversion Option. (a) [Number of days At any time on or after issuance before conversion the Issuance Date, this Note shall be convertible (in whole or in part), at the option begins] business days following the original issuance of the WarrantsHolder (the “Conversion Option”), each Warrantholder will have into such number of fully paid and non-assessable shares of Common Stock (the option “Conversion Rate”) as is determined by dividing (x) that portion of the outstanding principal balance plus any accrued but unpaid interest under this Note as of such date that the Holder elects to convert by (y) the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option". The Company shall notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance of the Warrants (i) that Warrant Certificates Price (as defined hereinin Section 3.2(a) must be delivered to an entity (a "Participant"hereof) entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company then in order for Warrants to be converted into book-entry form), (ii) effect on the date on which such conversions will commence the Holder faxes a notice of conversion (which shall be such [the “Conversion Notice”), duly executed, to the Maker (facsimile number of days after issuance before conversion option begins] business day(000) 000-0000, Attn.: Chief Executive Officer) (the "Initial “Voluntary Conversion Date"”), (iii) provided, however, that the date on which such conversions will end (which date Conversion Price shall be subject to adjustment as described in Section 3.6 below. The Holder shall deliver this Note to the [number Maker at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of days after conversion option begins until conversion option ends] day after this Note, the Initial Conversion Date (Maker shall keep written records of the "Final amount of this Note converted as of each Conversion Date")), and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. (b) During On the Mandatory Conversion Date (as defined below), the Maker may cause the principal amount of this Note plus all accrued and unpaid interest to convert into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (i) the principal amount of this Note plus all accrued and unpaid interest outstanding on the Mandatory Conversion Date divided by (ii) the Conversion PeriodPrice in effect on the Mandatory Conversion Date by providing five business (5) days prior written notice of such Mandatory Conversion Date. As used herein, a “Mandatory Conversion Date” shall be a date commencing six (6) months following the Depository will credit effective date of the account registration statement providing for the resale of each Participant the shares of Common Stock issuable upon conversion of this Note in which the Closing Bid Price (as defined below) exceeds two hundred percent (200%) of the Conversion Price (as may be adjusted hereunder) for a period of twenty (20) consecutive Trading Days; provided, that deposits Warrant Certificates (A) the registration statement providing for the resale of the shares of Common Stock issuable upon conversion of this Note is effective and has been effective, without lapse or suspension of any kind, for a period sixty (60) consecutive calendar days immediately preceding the Mandatory Conversion Date, (B) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (C) the Maker is in material compliance with the quantity terms and conditions of Warrants evidenced by such Warrant Certificates either this Note and the other Transaction Documents, (D) the issuance of shares of Common Stock on the date that Mandatory Conversion Date pursuant to such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with mandatory conversion does not violate the provisions of Section 3.4 hereof, and (E) the Letter Maker is not in possession of Representations relating any material non-public information. Notwithstanding the foregoing to the Warrants, by and between the Companycontrary, the Warrant Agent Mandatory Conversion Date shall be extended for as long as a Triggering Event (as defined in Section 3.7(f) hereof) shall have occurred and be continuing. The Mandatory Conversion Date and the Depository (Voluntary Conversion Date collectively are referred to in this Note as the "Representations Letter")“Conversion Date.” (c) As more fully described in the Representations LetterThe term “Closing Bid Price” shall mean, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If particular date (i) the Depository closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is at any time unwilling then listed, or unable to continue as securities depository for if there is no such price on such date, then the Warrants and a successor Depository is not appointed by closing bid price on such exchange or quotation system on the Company within 90 daysdate nearest preceding such date, or (ii) if the Company shall be adjudged Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the closing bid price for a bankrupt share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or insolvent in the National Quotation Bureau Incorporated or make an assignment similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the “Pink Sheet” quotes for the benefit relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent share of Common Stock as determined by the Holder and reasonably acceptable to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issuedMaker.

Conversion Option. (a) [Number of days after issuance before conversion option begins] business days Commencing on the one hundred eightieth calendar day following the original issuance of the WarrantsFebruary __, 1996, each Warrantholder will have the option (the "Conversion Option") to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option"form. The Company shall notify each Warrantholder, CEDEL and Euroclear Warrantholder as soon as practicable after the initial original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company Company) in proper form for deposit in order for Warrants to be converted into book-entry form), (ii) of the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) 180th calendar day (the "Initial Conversion Date")), (iii) of the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] forty-fifth calendar day after the Initial Conversion Date (the "Final Conversion Date")), ) and (iv) of the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, Company and on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. (b) During the Conversion Option Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either by the close of business on the date that Business Day on which such Warrant Certificates are deposited (if received by the Depository at by its then applicable cut-off time for same-day credit) or on the following business day Business Day (if received by the Depository at by its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between among the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business dayBusiness Day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Option Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Chemical Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Warrant Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued.

Conversion Option. (a) [Number of days after issuance before conversion option begins] business days following the original issuance of the Warrants, each Warrantholder will have the option Any Obligor may elect from time to time on any Business Day to convert Committed Loans of one Type to Committed Loans of another Type available under the applicable Commitments (except that, anything in this Agreement to the contrary notwithstanding (other than under paragraph (e) of Section 2.10), Committed Loans denominated in Deutschemarks may not be converted to Committed Loans denominated in Dollars or vice versa but must be repaid and then reborrowed in the other currency) by causing the Parent to give the Agent irrevocable notice (effective on receipt), substantially in the form in which of Exhibit D, at the Agent's Office before 10:00 A.M. at least three Business Days (or four Business Days with respect to requests to convert to Eurodollar Rate Committed Loans having Interest Periods of nine or twelve months) prior to the requested conversion date, specifying the Obligor electing such Warrantholder holds his Warrants from definitive conversion, the Committed Loans to book-entry form by utilizing be converted, the "Conversion Option". The Company shall notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance Type of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants Committed Loans to be converted into book-entry form)to and, (ii) if to be converted to a Eurodollar Rate Committed Loan, the Interest Period therefor. On receipt of such Notice of Conversion from the Parent, the Agent shall promptly notify each Bank thereof. Any such conversion of Eurodollar Rate Committed Loans shall only be made on the last day of an Interest Period with respect thereto; no partial conversion of Eurodollar Rate Committed Loans shall reduce the aggregate principal amount of Eurodollar Rate Committed Loans to such Obligor having the same Interest Period to an amount less than the minimum amount of an initial Borrowing consisting of Eurodollar Rate Committed Loans; Base Rate Loans may be converted to Eurodollar Rate Committed Loans only if no Default or Event of Default exists on the date on which such conversions will commence (which shall of conversion; and Base Rate Loans may not be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] day converted to Eurodollar Rate Committed Loans after the Initial Conversion Date (day that is one month before the "Final Conversion Termination Date")), and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. (b) During Eurodollar Rate Committed Loans and Deutschemark Rate Committed Loans may be continued as such upon the Conversion Period, the Depository will credit the account expiration of each Participant that deposits Warrant Certificates an Interest Period with respect thereto by compliance with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited notice provisions contained in clause (if received by the Depository at its then applicable cut-off time for same-day creditb) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter definition of Representations relating to the WarrantsInterest Period; provided, by however that Eurodollar Rate Committed Loans and between the Company, the Warrant Agent and the Depository Deutschemark Rate Committed Loans may not be continued as such when any Default or Event of Default exists but shall (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate"i) in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants case of Eurodollar Rate Committed Loans, automatically be converted to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) Base Rate Loans and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse in the existing Global Warrant Certificate to evidence case of Deutschemark Rate Committed Loans, be prepaid and reborrowed as Base Rate Loans, in each case on the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control last day of the Company or of its property or affairs, for Interest Period with respect thereto that began before the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery obtained knowledge of such Warrants in definitive form. The provisions Default or Event of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issuedDefault.

Conversion Option. (a) [Number of days after issuance before conversion option begins] business days following the original issuance of the Warrants, each Warrantholder will have the option to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option". The Company shall notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. (b) During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, Warrants and by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled canceled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) ), and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued.

Conversion Option. (a) [Number of days after issuance before conversion option begins] business days following the original issuance Holder may, at its sole option, convert all or any portion of the Warrantsunpaid principal balance of this Note into shares of common stock, each Warrantholder will have par value $0.001 per share, of the option to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Maker at a conversion price of $0.50 per share (“Conversion Option"Price”). The Company Conversion Price shall notify each Warrantholder, CEDEL and Euroclear be subject to adjustment from time to time as soon as practicable after the original issuance of the Warrants follows: (i) If the number of outstanding shares of common stock of Maker is increased by a dividend of shares, or split-up, or by a stock split, or by any other subdivision, then the Conversion Price shall be appropriately decreased so that Warrant Certificates the number of shares of common stock issuable on conversion of this Note shall be increased in proportion to such increase of outstanding shares of common stock. (ii) If the number of outstanding shares of common stock is decreased by a combination of the outstanding shares or by a reverse stock split, then following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of common stock issuable on conversion of this Note shall be decreased in proportion to such decrease in outstanding shares of common stock. No fractional shares shall be issued upon the conversion of this Note. In lieu of issuing any fractional shares, Maker shall pay to the Holder in cash any remainder resulting after the number of whole shares is determined as defined hereina result of the conversion. In order to exercise this conversion option, the Holder shall deliver to Maker at its offices written notice of its intention to convert, which notice shall set forth the amount of this Note to be converted (“Notice of Conversion”). If Holder converts the entire accrued interest and unpaid principal balance of this Note then outstanding, Holder shall also surrender this Note at the offices of Maker. If only a partial conversion by Holder occurs, then together with the Notice of Conversion Holder shall surrender this Note at the offices of Maker in exchange for a new Note providing for the payment on the Maturity Date of all remaining principal and accrued interest due and owing subsequent to the conversion. Within ten (10) must business days of Maker’s receipt of the Notice of Conversion, the Maker shall deliver or cause to be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number Holder new shares of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. (b) During the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest in the Global Warrant Certificate registered common stock issued in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive formHolder. The provisions Maker shall at all times take any and all additional actions as are necessary to maintain the required authority to issue shares in satisfaction of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued its obligations to Holder hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issuedHolder exercises its rights under this Option.

Conversion Option. (a) [Number In lieu of days after issuance before conversion option begins] business days following exercising the original issuance Put Option set forth in Section 9.03, during the Exercise Period, the Preferred Member shall have the right (“Conversion Right”), upon written irrevocable notice to the Company and CSSE (“Conversion Election Notice”), to convert all, but not less than all, of the Warrants, each Warrantholder will have Preferred Member’s Preferred Units (including any such Preferred Units then held by a Permitted Transferee of the option Preferred Member) into that number of Common Units (the “Conversion Units”) as set forth in and subject to convert the form adjustment in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option"accordance with Section 9.04(e). The Company shall notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date Units so issued shall be the [number same class and type of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date"))equity, and (iv) the CUSIP number assigned to the Warrants. The Warrant Agenthave identical rights, at the request privileges and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein preferences as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided hereinCommon Units owned by CSSE. (b) During The Preferred Member (and any applicable Permitted Transferee of the Preferred Member) shall, in the Conversion PeriodElection Notice, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating represent and warrant to the WarrantsCompany and CSSE that (i) it has full right, title and interest in and to its Preferred Units, (ii) it has all necessary power and authority and has taken all necessary action to elect to convert the its Preferred Units as contemplated by this Section 9.04, and between (iii) its Preferred Units are free and clear of any encumbrance other than those arising as a result of or under the Company, the Warrant Agent and the Depository (the "Representations Letter")terms of this Agreement. (c) As more fully described in The conversion of such Preferred Units into Common Units shall occur no later than thirty (30) days following receipt by the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts Company and CSSE of the Warrantholders registered Conversion Election Notice on its books, and credit a date specified by CSSE (the account “Conversion Closing Date”); provided that CSSE shall give the Preferred Member at least ten (10) Business Days’ written notice of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any timeClosing Date. (d) If On the Conversion Closing Date, the Preferred Member (iand any applicable Permitted Transferee of the Preferred Member) the Depository is at any time unwilling or unable shall deliver to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 daysa certificate or certificates (if any) representing all of the Preferred Units then outstanding, or (ii) and the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent deliver to the filing Preferred Member (and any applicable Permitted Transferee of the Preferred Member) a bankruptcy proceeding against it, certificate or certificates evidencing the Conversion Units. (e) The number of Conversion Units issued shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent be equal to the filing number of any such petitionCommon Units that, or shall consent when added to the appointment Common Units already held by the Preferred Member (and its Permitted Transferees), will provide the Preferred Member (together with its applicable Permitted Transferees) with a Percentage Interest of 49% on a receiver fully diluted basis assuming the conversion, exercise or custodian exchange of all securities or any substantial part of its property, debt convertible into or shall admit in writing its inability exercisable for exchangeable for Units (as adjusted for transactions and equity issuances consummated prior to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall conversion that have taken charge or control been approved by the Board with Supermajority Approval). (f) Without limitation of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the other provisions of this AgreementSection 9.04, each Warrantholder will be entitled Member agrees to have a number of Warrants equivalent cooperate and take, and to such Warrantholder's beneficial interest in cause its controlled Affiliates to cooperate and take, all actions and execute all documents reasonably necessary or appropriate to reflect the Global Warrant Certificate registered in the name conversion of the Warrantholder and will be entitled Preferred Units pursuant to physical delivery of such Warrants in definitive form. The provisions of this Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued9.04.

Conversion Option. (a1) [Number of days after issuance before conversion option begins] business days following Until the original issuance of date on which this Debenture is paid in full, the Warrants, each Warrantholder will Registered Holder hereof shall have the option right to convert up to the form in which such Warrantholder holds his Warrants from definitive entire outstanding principal balance of this Debenture, plus interest thereon accrued to book-entry form by utilizing date, into shares of Common Stock at the Conversion Price (as hereinafter defined) (the "Conversion Option"). The Company Common Stock issuable upon conversion of this Debenture is referred to hereinafter as the "Conversion Securities." In order to exercise its Conversion Option, which exercise shall notify each Warrantholderbe irrevocable, CEDEL the Registered Holder shall surrender this Debenture to Parent, accompanied by a written statement indicating that the Registered Holder is exercising its Conversion Option (and Euroclear specifying whether the Registered Holder is converting this Debenture as soon as practicable after the original issuance to all or a portion of the Warrants outstanding principal balance hereof, plus interest thereon, and as to any portion, stating the amount to be so converted). If the Registered Holder exercises its Conversion Option, the Registered Holder shall receive such number of shares of Common Stock as is equal to the number derived by dividing (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to executethe portion of the outstanding principal balance hereof, clear and settle transactions through The Depository Trust Companyplus interest thereon, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry formon the date of conversion (which in the event the Borrowers have elected to prepay the outstanding principal balance of this Debenture in accordance with the requirements set forth in Section 1(b) above, such amount may, at the option of the Registered Holder, include up to the entire amount required for prepayment under said Section 1(b), ) by (ii) the Conversion Price. In the event the Registered Holder exercises the Conversion Option as to less than the entire outstanding principal amount hereof, then subsequent to such exercise by the Registered Holder and the Registered Holder's surrender of this Debenture to Parent, the Borrowers shall issue and deliver to the Registered Holder a debenture in substitution for and replacement of this Debenture, which debenture shall indicate the remaining outstanding principal balance subsequent to such exercise, and shall in all other respects be identical to this Debenture. Notwithstanding the foregoing, prior to that date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) is one day following the date on which such conversions will end is one (which 1) year from the date shall of issuance of this Debenture, the Registered Holder's right to exercise the Conversion Option may only be exercised in full for the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date"))entire outstanding principal balance, and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall may not be exchangeable exercised for Warrant Certificates, except as provided hereinany portion thereof. (b2) During Any conversion hereunder shall be deemed to have been made at the Conversion Period, the Depository will credit the account close of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either business on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described in the Representations Letter, the Depository will deliver daily to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates this Debenture shall have been surrendered for conversion, it shall promptly cancel such Warrant Certificates, debit so that the accounts rights of the Warrantholders registered on its books, and credit Registered Holder as a Debenture holder (but only as such rights relate to the account portion of the Depository with Debenture so converted) shall cease at such time and the aggregate quantity person or persons entitled to receive Conversion Securities upon such conversion, shall for all purposes be treated as having become the record holder or holders of Warrants evidenced by such Conversion Securities at such time; PROVIDED, HOWEVER, that no such surrender on any date when the cancelled Warrant Certificatesstock transfer books of Parent shall be closed shall be effective to constitute the person or persons entitled to receive such Conversion Securities as the record holder or holders of such Conversion Securities on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such Conversion Securities as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open. On the first day during the Conversion Period that the Warrant Agent credits Warrants Promptly after this Debenture shall have been surrendered for conversion, Parent shall issue and shall deliver to the Depository's accountRegistered Holder, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, number of full shares issuable upon conversion of this Debenture (or (iiportion thereof) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a number of Warrants equivalent to such Warrantholder's beneficial interest Section 2 and cash as provided in the Global Warrant Certificate registered in the name of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option is utilized and a Global Warrant Certificate is issued hereunder. Unless the context shall otherwise require, and subject to the provisions of Section 1.8, all references in this Agreement to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate in the event that the Global Warrant Certificate is issued2(d).

Conversion Option. 7.1 If the Lender exercises the right under clause 5.3(c) above, without prejudice to any other rights available to it hereunder and subject to clause 7.2 below, (ato the extent permitted by applicable laws) [Number the Lender has the right to, upon at least ten (10) Business Days’ prior written notice (“Conversion Option Exercise Notice”) to the Borrower, instruct the Investor to convert up to the aggregate amount of days after issuance before conversion option begins] business days following any outstanding principal, interest and default interest accrued on the original issuance Loan(s) hereunder as of date of giving of the Warrants, each Warrantholder will have the option to convert the form in which such Warrantholder holds his Warrants from definitive to book-entry form by utilizing the "Conversion Option". The Company shall notify each Warrantholder, CEDEL and Euroclear as soon as practicable after the original issuance of the Warrants (i) that Warrant Certificates (as defined herein) must be delivered to an entity (a "Participant") entitled to execute, clear and settle transactions through The Depository Trust Company, New York, New York (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company in order for Warrants to be converted into book-entry form), (ii) the date on which such conversions will commence (which shall be such [number of days after issuance before conversion option begins] business day) (the "Initial Conversion Date"), (iii) the date on which such conversions will end (which date shall be the [number of days after conversion option begins until conversion option ends] day after the Initial Conversion Date (the "Final Conversion Date")), and (iv) the CUSIP number assigned to the Warrants. The Warrant Agent, at the request and expense of the Company, on behalf of the Company, shall mail such notice to each Warrantholder. The period from the Initial Conversion Date to and including the Final Conversion Date is referred to herein as the "Conversion Option Period". Warrants in book-entry form shall not be exchangeable for Warrant Certificates, except as provided herein. Exercise Notice (b“Converted Amount”) During into the Conversion Period, the Depository will credit the account of each Participant that deposits Warrant Certificates with the quantity of Warrants evidenced by such Warrant Certificates either on the date that such Warrant Certificates are deposited (if received by the Depository at its then applicable cut-off time for same-day credit) or on the following business day (if received by the Depository at its then applicable cut-off time for next-day credit), all in accordance with the provisions of the Letter of Representations relating to the Warrants, by and between the Company, the Warrant Agent and the Depository (the "Representations Letter"). (c) As more fully described Investor’s direct equity investment in the Representations Letter, the Depository will deliver daily Borrower pursuant to the Warrant Agent Warrant Certificates deposited at the Depository on the previous business day. If the Warrant Agent accepts such Warrant Certificates for conversion, it shall promptly cancel such Warrant Certificates, debit the accounts of the Warrantholders registered on its books, and credit the account of the Depository with the aggregate quantity of Warrants evidenced by the cancelled Warrant Certificates. On the first day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent shall countersign a global certificate evidencing such Warrants (the "Global Warrant Certificate") in the manner provided herein. On each subsequent day during the Conversion Period that the Warrant Agent credits Warrants to the Depository's account, the Warrant Agent may (i) as provided in the Fast Automated Securities Transfer Balance Certificate Agreement between The Chase Manhattan Bank (formerly known as Chemical Bank) and the Depository (the "FAST Agreement"), countersign a new Global Warrant Certificate or (ii) endorse the existing Global Warrant Certificate to evidence the increased quantity of Warrants credited to the Depository's account. If the Warrant Agent countersigns a new Global Warrant Certificate, it shall cancel the existing Global Certificate. Only one Global Warrant Certificate evidencing Warrants credited to the Depository's account shall be outstanding at any time. (d) If (i) the Depository is at any time unwilling or unable to continue as securities depository for the Warrants and a successor Depository is not appointed by the Company within 90 days, or (ii) the Company shall be adjudged a bankrupt or insolvent or make an assignment for the benefit of its creditors or institute proceedings to be adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, the Company will reissue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In addition, the Company may at any time determine not to have the Warrants represented by a Global Warrant Certificate and, in such event, will issue Warrant Certificates in exchange for the Global Warrant Certificate registered in the names provided by the Depository to the Warrant Agent in writing. In any such instance, and in accordance with the provisions of this Agreement, each Warrantholder will be entitled to have a . The number of Warrants equivalent to such Warrantholder's beneficial interest shares the Investor will acquire in the Global Warrant Certificate registered in Borrower upon the name exercise of the Warrantholder and will be entitled to physical delivery of such Warrants in definitive form. The provisions of Section 1.8 shall apply only if and when the Conversion Option pursuant to the preceding paragraph shall be the higher of: (a) m = (the total number of shares (calculated on fully-diluted basis) in the Borrower as of the date of giving of the Conversion Option Exercise Notice + m) * 11.63% * Converted Amount / the aggregate amount of all outstanding principal, interest and default interest accrued on the Loan(s) hereunder as of the date of giving of the Conversion Option Exercise Notice; and (b) n = (the total number of shares (calculated on fully-diluted basis) in the Borrower as of the date of giving of the Conversion Option Exercise Notice + n) * Converted Amount / the fair market value (calculated by reference to (without limitation) the post-money valuation of the Borrower following the latest round of financing and other customary valuation methods) of the Borrower as of the date of giving of the Conversion Option Exercise Notice; provided, however, that if the fair market value of the Borrower as calculated above is utilized and a Global Warrant Certificate is issued hereunder. Unless less than USD 1,000,000,000, then reference to the context fair market value of the Borrower in said computational formula shall otherwise requiremean 80% of such fair market value so calculated; ​ provided, however, that the Borrower shall not issue any new shares or make any share subscription plan or similar arrangement (whether such offering has actually closed or not) at any time during the period from the date of giving of the Conversion Option Exercise Notice through the Conversion Option Exercise Date (both inclusive) (“Period for Determination of Number of Converted Shares in Borrower”), and that if the Borrower has issued any new shares or made any share subscription plan or similar arrangement at any time during the Period for Determination of Number of Converted Shares in Borrower, references to the total number of shares in the Borrower as of the date of giving of the Conversion Option Exercise Notice in (a) and (b) above shall include such new shares or any shares covered in such share subscription plan or similar arrangement (whether such offering has actually closed or not). 7.2 To the extent permitted by applicable laws, if there are still any amounts payable hereunder remaining outstanding following the exercise by the Lender of the Conversion Option pursuant to clause 7.1 above, the Lender still has the right to take any one or more of the other acts set out in clause 5.3. 7.3 To the extent permitted by applicable laws, if the Lender exercises the Conversion Option against the Borrower pursuant to this clause 7, within one (1) month following the giving by the Lender of a Conversion Option Exercise Notice (or such longer period as may be agreed by the Lender): (a) the Borrower and the Investor shall (and the Borrower shall procure that its shareholders shall) execute a capital increase and subscription agreement (“Subscription Agreement”) in a form agreed upon by all parties thereto in respect of the capital contribution to made by the Investor to the Borrower upon the exercise of the Conversion Option under this clause 7. The Subscription Agreement shall be drafted based on the Converted Amount specified in the Conversion Option Exercise Notice and the shareholding ratio to be held by the Investor in the Borrower upon the exercise of the Conversion Option; (b) the Borrower shall cause its internal competent authority to adopt a resolution or decision authorizing capital contribution to made by the Investor to the Borrower upon the exercise of the Conversion Option under this clause 7 and approving the amended or newly drafted memorandum and articles of association and shareholders’ agreement (if any) of the Borrower reflecting said capital contribution. For the avoidance of doubt, if it is proposed that any new shareholder be admitted into the Borrower following the execution of this Agreement, the Borrower shall, subject to the provisions of Section 1.8, all references in compliance with this Agreement and upon having obtained the Investor’s prior written consent, fully inform such new shareholder of the existence of the Investor’s right hereunder and require it to make the same undertaking to waive any pre-emptive right it may have with respect to the Warrant Certificates (other than in Sections 1.2, 1.3, 1.4 and 1.8) shall include the Global Warrant Certificate capital increase in the event Borrower (upon the Investor’s exercise of the Conversion Option) as if it were among the existing shareholders of the Borrower prior to be formally being admitted into the Borrower as shareholder; (c) the Borrower shall enter the Investor’s name in its register of shareholders in respect of the shares the Investor is entitled to acquire in the Borrower upon the exercise of the Conversion Option; (d) the Borrower shall complete the registration procedures in connection with said capital increase with the competent administration for market regulation and provide the Investor with a certificate of change or similar certificate issued by the competent administration for market regulation in respect of such registration, certifying that the Global Warrant Certificate Investor’s name has been entered in the Borrower’s register of shareholders in respect of the shares the Investor is issuedentitled to acquire in the Borrower upon the exercise of the Conversion Option; and (e) the Borrower shall ensure that all other internal approvals (including but not limited to shareholder’s consent, as well as waiver of pre-emptive right and right of first refusal) and other governmental authorisations, consents, approvals and registrations required of it to give effect to the exercise of the Conversion Option under this clause 7 are obtained, and related parties shall fully cooperate with each other in timely obtaining and completing such authorisations, consents, approvals and registrations.