Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, Security a Holder must (a) complete and manually sign satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures As soon as in effect from time to time. The Company will, on practicable after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and Company shall deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates cash and a certificate for the number of full shares of Applicable Common Stock, if any, issuable upon the conversion and cash in lieu of any fractional share determined pursuant to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodSection 11.03. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be for cash and Common Stock together valued at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable with respect to, any Common Stock issued upon except as provided in this Article 11. On conversion of a Security. If interest is then payable on , that portion of accrued Original Issue Discount and accrued Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 10.01) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of business (x) the date of such exercise by the Company and (y) the date on any record date preceding any which interest payment date was last paid) of the Security through the Conversion Date and (except as provided below) accrued contingent interest with respect to the opening of business on such interest payment date converted Security shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the cash payment and the Common Stock, if any, in an amount equal to exchange for the interest payable on such interest payment date on the Securities Security being surrendered for conversion, subject converted pursuant to the provisions hereof; and such cash payment and the fair market value of this Indenture relating such shares of Common Stock, if any, shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount and Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such cash payment and such fair market value of defaulted interest by such Common Stock, if any, shall be treated as issued in exchange for the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a Initial Accreted Principal Amount of the Security being converted Securitypursuant to the provisions hereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the cash payment and the number of shares of Applicable Stock Common Stock, if any, issuable upon the conversion shall be based on the aggregate principal amount total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding Business Day that is not a Legal Holiday; provided, however, the Security shall be deemed to have been converted and surrendered as of such last day, notwithstanding the occurrence of a Legal Holiday on such day. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security (having the Guarantee endorsed thereon) in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a SecurityNote (or portion thereof) into shares of Common Stock on any date (the “Conversion Date”), a Holder must (a) complete and manually sign the conversion notice on the back of the Security Note and transmit by facsimile (or facsimile of the conversion notice and deliver otherwise deliver) such notice to a Conversion AgentAgent and the Conversion Agent shall have received such notice, on or prior to 5:00 p.m., New York City time, on such date, (b) surrender the Security Notes to a be converted to the Conversion AgentAgent as soon as practicable on or following such date (or an indemnification undertaking with respect to any such Notes in the case of its loss, theft or destruction), (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required and required. As soon as practicable after the Conversion Date, but in no event later than three Trading Days following delivery of a Conversion Notice (ethe “Share Delivery Due Date”) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 deliver to the Holder of through a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates a certificate for the number of full whole shares of Applicable StockCommon Stock (or Conversion Securities, if anyapplicable) issuable upon the conversion and shall, (x) provided the Company’s transfer agent is participating in The DTC’s Fast Automated Securities Transfer Program, cause its transfer agent to credit such aggregate number of shares of Common Stock to which each such Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (y) if such transfer agent is not participating in DTC’s Fast Automated Securities Transfer Program, execute, and shall deliver, to the address as part of such Conversion Settlement Distribution; provided, that if specified in the Conversion Settlement Distribution consists solely Notice, a certificate, registered in the name of the converting holder or its designee, for the number of shares of Applicable Stock, the Company Common Stock to which such holder shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Periodbe entitled. The Person or Persons entitled to receive the Applicable such Common Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Common Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, provided further that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a SecurityNote, such person Person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities convertedNote. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note equal in principal amount Principal Amount to the unconverted portion of the Security Note surrendered. If The Company shall not effect any conversion of a Note, and no Holder shall have the last day on which Security may be converted is not a Business Day right to convert any portion of such Note, to the extent that after giving effect to such conversion, such Holder (together with such Holder’s affiliates) would beneficially own in a place where a excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Agent is locatedLimitation”). For purposes of the foregoing sentence, the Securities may be surrendered to that Conversion Agent on number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the next succeeding Business Day. Holders that have already delivered number of shares of Common Stock issuable upon conversion of a Repurchase Notice or Fundamental Change Repurchase Notice Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of any Note beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a Security limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4.02, in determining the number of outstanding shares of Common Stock, such Holder may not surrender such Security for conversion until rely on the Repurchase Notice number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent annual, quarterly or Fundamental Change Repurchase Noticecurrent report on Form 10-KSB, 10-QSB or Form 8-K, respectively, as the case may be; (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, has been withdrawn upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and in accordance with writing to such Holder the procedures set forth number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including any Note, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, any Holder may increase or decrease the Conversion Limitation to any other percentage not in Section 3.11excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder of Notes. Notwithstanding the foregoing, the Conversion Limitation shall not be applicable (i) on any of the ten Trading Days up to and including the Stated Maturity, or (ii) on any of the ten Trading Days up to and including the effective date of such Change of Control or (iii) during the period between the date that the Change of Control notice is sent and the Change of Control Redemption Date.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice Note and deliver such notice to a Conversion Agentthe Company, (b) surrender the Security Note to a Conversion Agentthe Company, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agentthe Company, and (d) pay any transfer or similar tax, if required required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date applicable to a Note, the Company shall deliver to the Holder of such Note (i) a certificate for the number of whole shares of Common Stock issuable upon the conversion of such Note, (ii) cash in lieu of any fractional shares to be issued upon the conversion of such Note pursuant to Section 4.3, (iii) interest accrued, but unpaid, on such Note to the Conversion Date and (eiv) pay funds to the Company in an amount equal to the interest payable total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the next interest payment date if required pursuant to this Section 4.2number of shares of Common Stock being converted. Such notice The person in whose name the Common Stock certificate is hereinafter referred to as a "Notice of Conversion". A Security registered shall be deemed to have been converted as be a stockholder of record at the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends or distributions on shares of Applicable Common Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (Note except as set forth in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securitiesparagraph. If a Holder converts more than one Security Note at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate execute and deliver to the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day Any such Note shall be dated so that there shall be no loss of interest on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Note.

Conversion Procedure. To The right to convert any Security may be exercised by delivery of such Security at the Company’s office, accompanied by a completed and duly signed conversion notice, in the form attached hereto as Exhibit B (a “Conversion Notice”) and payment of any tax or duty, in accordance with Section 5(d) hereto, which may be payable in respect of any transfer involving the issue or delivery of the Conversion Shares or Warrants in the name of a Person other than the Holder of the Security. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 5:00 p.m., New York City time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day, and any property or economic benefit to which a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to would have been entitled as a "Notice recipient of Conversion"a dividend or other distribution from and after the Conversion Date shall be held in trust for the benefit of such Holder. A Security The person in whose name the certificate or certificates representing the Conversion Shares is registered shall be deemed to have been converted as be a stockholder of the close of business record on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock Conversion Shares upon such conversion as the record holder or holders of such shares of Applicable Stock Conversion Shares on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock Conversion Shares 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; provided, further, that such conversion . The person in whose name the certificates or other instruments representing the Securities or Warrants are registered shall not be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books deemed to be a stockholder of the Company had not been closedrecord. Upon conversion of a Security, the person holding such person Security shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a SecurityIf this Note is to be automatically converted pursuant to Section 4(a), a Holder must the Company shall deliver written notice (the “Conversion Notice”) to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion AgentPrice, (b) surrender the Security to a Conversion Agentprincipal amount of the Note, together with all accrued and unpaid interest, (c) furnish appropriate endorsements the date on which such conversion is expected to occur (the date and transfer documents if required by a Registrar or a time such conversion actually occurs, the “Conversion Agent, Date”) and (d) pay any transfer calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or similar taxa notice to the effect that the original Note has been lost, if required stolen or destroyed and (e) pay funds an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in an amount equal connection with this Note) on or prior to the interest Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable on the next interest payment date if required to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security 4(a) shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the made immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver prior to the Conversion Agent or to Date and on and after such Holder, or such Holder's nominee or nominees, certificates for date the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11shares.

Conversion Procedure. To convert a Security2037 Note, a Holder must (a) complete and manually sign satisfy the conversion notice on requirements set forth under the back of caption “Conversion” in the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment 2037 Note. The date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with satisfies all of those requirements is the immediately preceding sentence “Conversion Date.” The Company shall deliver the Conversion Proceeds to the Holder through a Conversion Agent on the third Trading Day following the final VWAP Trading Day of this Section 4.2the Conversion Period. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall may be delivered and such Securities shall 2037 Notes may be surrendered for conversion in accordance with the Applicable Procedures applicable procedures of the Depositary as in effect from time to time. The Company will, Person in whose name any Ordinary Shares are registered shall be deemed to be a shareholder of record on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security 2037 Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Stock Ordinary Shares upon such conversion as the record holder or holders of such shares of Applicable Stock Ordinary Shares on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Stock Ordinary Shares 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; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such 2037 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security2037 Note, such person Person shall no longer be a Holder of such Security2037 Note. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable Stock issued upon with respect to, any Ordinary Shares except as provided in this Article Eleven. On conversion of a Security. If 2037 Note, accrued interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date with respect to the opening of business on such interest payment date converted 2037 Note shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the Conversion Proceeds in an amount equal to exchange for the interest payable on such interest payment date on the Securities 2037 Note being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities convertedhereof. Upon surrender of a Security 2037 Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security 2037 Note equal in principal amount Principal Amount to the Principal Amount of the unconverted portion of the Security 2037 Note surrendered. If 2037 Notes or portions thereof surrendered for conversion after the last day close of business on which Security may any Regular Record Date immediately preceding any Interest Payment Date and prior to the opening of business on such Interest Payment Date shall (unless such 2037 Notes or portions thereof have been called for redemption on a Redemption Date within such period) be converted accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the Principal Amount of 2037 Notes or portions thereof being surrendered for conversion, and such interest payable on such Interest Payment Date shall be payable to the registered Holder notwithstanding the conversion of such 2037 Note; provided, however, that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is not a Business Day in a place where a Conversion Agent is located, after the Securities may be surrendered Regular Record Date and on or prior to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice Interest Payment Date, (2) only to the extent of overdue interest, if any overdue interest exists at the date of conversion with respect to a Security may not surrender such Security 2037 Note, (3) if the 2037 Note is surrendered for conversion until after the Repurchase Notice Regular Record Date immediately preceding the Stated Maturity of the 2037 Note, or Fundamental Change Repurchase Notice(4) if the 2037 Note is surrendered in connection with a call for redemption with a Redemption Date that is after the Regular Record Date and on or prior to the next succeeding Interest Payment Date. No other payments or adjustments for interest, as the case may beor any dividends with respect to any Ordinary Shares, has been withdrawn in accordance with the procedures set forth in Section 3.11will be made upon conversion.

Conversion Procedure. To convert In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a Securitycopy to the Transfer Agent, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security Conversion in the form attached hereto as Annex V, which shall be deemed to have been converted as satisfy all requirements of the close Statement of business on the date Rights (the a "Conversion DateNotice"). As set forth in Section 7(c)(3) on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder Statement of a Security surrendered for conversionRights, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares Common Shares to be issued in connection with a particular conversion of Applicable StockPreferred Shares is, if anyabsent manifest error, to which such Holder shall be entitled as part conclusively the number of such Common Shares stated in the applicable Conversion Settlement Distribution; provided, Notice. If in connection with a particular conversion of Preferred Shares the Company determines that if manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Settlement Distribution consists solely of shares of Applicable StockNotice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such shares error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of Applicable Stock as soon as practicable independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the expiration of applicable Conversion Notice is given to the Cash Settlement Notice Period. The Person or Persons entitled Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to receive the Applicable Stock as part issue, within three Business Days after receipt of the applicable Conversion Settlement Distribution upon Notice, to the converting holder any additional Common Shares to which such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business is entitled based on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of Notice. Such immediate action shall be taken by the Company to assure that there shall be closed shall be effective to constitute full compliance with the person or persons entitled to receive the shares of Applicable Stock upon Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares the Statement of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Rights.

Conversion Procedure. To Before the Lender holding this Note shall be entitled to convert this Note into Conversion Securities pursuant to Section 3(y), the Lender shall surrender this Note, duly endorsed (or a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agentthe effect that the original Note has been lost, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements stolen or destroyed and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in an amount equal connection with this Note), at the office of the Company and shall give written notice to the interest payable on Company at its principal corporate office, of the next interest payment date if required election to convert the same pursuant to Section 3(y), and shall state therein the amount of the unpaid principal amount of this Note to be converted and the name or names in which the certificate or certificates for Conversion Securities are to be issued, in the event that the Conversion Securities will be certificated. Upon such conversion of this Note, the Lender hereby agrees to execute and deliver to the Company all transaction documents related to the Qualified Offering, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions. The Company shall, as soon as practicable thereafter, issue and deliver to the Lender a certificate or agreement representing the number of Conversion Securities issuable upon conversion of the Notes to which the Lender shall be entitled upon such conversion (bearing such legends as are required by the transaction documents related to the Qualified Offering, and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Lender is entitled upon such conversion under the terms of this Note. The conversion of this Note pursuant to Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security 3(y) shall be deemed to have been converted as made immediately prior to the closing of the close of business Qualified Offering and on and after such date the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons Lenders entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable securities. Only whole Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company Securities shall be closed issued. Any remainder due hereunder which is insufficient to purchase a whole Conversion Security shall be effective rounded up to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the whole Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required If this Note is automatically converted into Common Stock pursuant to this Section 4.25, written notice shall be delivered to Holder at the address last shown on the records of Company for Holder or given by Holder to Company for the purpose of notice or, if no such address appears or is given, at the place where the principal executive office of Company is located, notifying Holder of the conversion to be effected, specifying the Conversion Price, the principal amount and any interest accrued thereon pursuant hereto to be converted, the date on which such conversion is expected to occur and calling upon such Holder to surrender to the Company, in the manner and at the place designated, the Note. Such notice Upon such conversion of this Note, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, but in any event within ten (10) business days, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and Federal securities laws in the opinion of counsel to Company), together with any other securities and property to which the Holder is hereinafter referred entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as a "Notice described in Section 5(d). The certificate or certificates representing the shares of Conversion"Common Stock issuable upon conversion of this Note shall be issued in the name of the Holder. A Security Any conversion of this Note pursuant to Section 5 shall be deemed to have been converted as made immediately prior to the closing of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered issuance and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely sale of shares of Applicable Stock, the Company shall issue as described in Section 5 and on and after such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion date Holder shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares and a purchaser of Applicable Stock on such date, but such surrender shares under the Note Purchase Agreement and shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied bound by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Note Purchase Agreement.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign satisfy the requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as As soon as practicable after the expiration Conversion Date, the Company shall deliver or cause to be delivered to the Holder a certificate for the number of whole shares of Class A Subordinate Voting Stock issuable upon the Cash Settlement Notice Periodconversion and a check for any fractional share determined pursuant to Section 4.03 hereof. The Person or Persons entitled to receive in whose name the Applicable Stock as part certificate is registered shall become the stockholder of record on the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable StockDate and, as of the close of business on the applicable Conversion Datesuch date, such Person's rights as a Holder shall cease; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Applicable Class A Subordinate Voting Stock upon such conversion as the stockholder of record holder or holders of such shares of Applicable Class A Subordinate Voting Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Applicable Class A Subordinate Voting Stock as the stockholder of 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; providedprovided further, furtherhowever, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion For the avoidance of doubt, the Conversion Agent shall not have a Security, such person shall no longer be a Holder duty to convert or deliver shares of such SecurityClass A Subordinate Voting Stock; provided that the Conversion Agent is not the Company or any of its Subsidiaries. Except as otherwise provided in Section 4.6, no No payment or other adjustment will shall be made for accrued interest or dividends or distributions on shares of Applicable any Class A Subordinate Voting Stock issued upon conversion of a Securitythe Notes. If interest is then payable on the Securities, Securities surrendered for conversion any Notes are converted during the any period from after the close of business on any record date preceding any for the payment of an installment of interest payment date to but before the opening of business on the next Interest Payment Date, interest for such interest payment date shall (except in Notes will be paid on the case next Interest Payment Date, notwithstanding such conversion, to the Holders of Securities which have been called such Notes. Any Notes that are, however, delivered to the Company for redemption on a Redemption Date that occurs conversion during the period beginning at after any record date but before the opening of business on the next Interest Payment Date must, except as described in the next sentence, be accompanied by funds equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. If the Company has issued a redemption notice or made a Change in Control Offer with respect to the Notes during that period from the close of business on a record date and ending at on the opening of business on the first Business Day after the next succeeding interest payment date, Interest Payment Date (or if such interest payment date Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) and the Holders surrender the Notes or portions thereof for conversion on a date that is not an Interest Payment Date, Holders shall receive interest for the period from the Interest Payment Date next preceding the Conversion Date (it being understood that such Business Day) Holders that surrender Notes or portions thereof for conversion following any redemption notice or Change in Control Offer shall not be accompanied by required to pay such funds acceptable to as described in the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for third sentence of this paragraph). No fractional shares will be issued upon conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or but a cash adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securitiesfractional shares. If a Holder converts more than one Security Note at the same time, the number of whole shares of Applicable Class A Subordinate Voting Stock issuable upon the conversion shall be based on the aggregate total principal amount of Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Securitythe Note, a the Holder must (a1) complete and sign a notice of election to convert substantially in the form attached hereto (or complete and manually sign the conversion notice on the back of the Security or a facsimile of the conversion notice thereof) and deliver such notice to a Conversion AgentCompany, (b2) surrender the Security Note to a Conversion AgentCompany, (c3) furnish appropriate endorsements and or transfer documents if required by a Registrar or a Conversion Agent, Company and (d4) pay any transfer or similar tax, if required and (e) pay funds to the by Company in an amount equal to accordance with Section 9.4 hereof. The date on which the interest payable on holder satisfies all of those requirements is the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the conversion date (the "Conversion Date") ). As promptly as practicable on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on or after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, Company shall issue and deliver to the Conversion Agent holder a certificate or to such Holder, or such Holder's nominee or nominees, certificates for the number of full whole shares of Applicable Stock, if any, Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodSection 9.3. The Person or Persons entitled to receive in whose name the Applicable Stock as part certificate is registered shall become the stockholder of record on the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable StockDate and, as of such date, such Person's rights as a holder of a Note with respect to the close of business on the applicable Conversion Dateconverted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that that, except as otherwise provided in this Section 9.2, no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Applicable Stock Class A common stock upon such conversion as the stockholder of record holder or holders of such shares of Applicable Stock Class A common stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Applicable Stock Class A common stock as the stockholder of 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; providedprovided further, furtherhowever, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Applicable Stock Class A common stock issued upon conversion of a Security. If interest is then payable on Note, except that, if the Securities, Securities surrendered Holder surrenders the Note for conversion during the period from after the close of business on any record date preceding any for the payment of an installment of interest payment date and prior to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if then, notwithstanding such interest payment date is not a Business Dayconversion, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the accrued and unpaid interest payable on the Note on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will shall be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable paid on such interest payment date, date to the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect person who was the right holder of a Holder in whose name any Security is registered the Note (or one or more predecessor Notes) at the close of business on a such record date date. Holders of Class A common stock issued upon conversion will not be entitled to receive any dividends payable to holders of Class A common stock as of any record time before the interest payable on such Security close of business on the related interest payment date in accordance with the terms of this Indenture and the SecuritiesConversion Date. If a Holder holder converts more than one Security Note at the same time, the number of whole shares of Applicable Stock Class A common stock issuable upon the conversion shall be based on the aggregate total principal amount of Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver issue to the Holder, holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a SecurityDebenture into Common Stock, a Holder must (a) complete and manually sign satisfy the requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time). The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 shall deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, as soon as practicable and (ii) issue, or cause to be issued, and deliver to in any event no later than the seventh Business Day following the Conversion Agent or to such HolderDate, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates a certificate for the number of full shares of Applicable Stock, if any, Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodSection 1503. The Person or Persons entitled to receive in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a shareholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, provided further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such person Person shall no longer be a Holder of such SecurityDebenture. Except as otherwise provided Holders may surrender a Debenture for conversion by means of book- entry delivery in Section 4.6, no accordance with paragraph 8 of the Debentures and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends or distributions on shares of Applicable any Common Stock issued upon except as provided in this Article Fifteen. On conversion of a Security. If interest is then payable on Debenture, that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 1601) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 1601, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Conversion Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable with respect to the Company converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in an amount equal full to the interest payable on Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such interest Common Stock (together with any cash payment date on in lieu of fractional shares of Common Stock) shall be treated as issued, to the Securities extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Debenture being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Securityhereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Debenture at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be computed based on the aggregate principal amount total Principal Amount at Maturity of Securities the Debentures converted. Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Debenture in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security Debenture surrendered. If the last day on which Security a Debenture may be converted is not a Business Day Legal Holiday in a place where a the Conversion Agent is located, the Securities Debenture may be surrendered to that such Conversion Agent on the next succeeding Business Day. Holders day that have already delivered is not a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Legal Holiday.

Conversion Procedure. To Before the Holder shall be entitled to convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back this Note into shares of the Security or facsimile of Company’s common stock, Holder shall deliver the conversion notice and deliver such notice Conversion Notice attached hereto to a Company not less than seventy-five (75) days prior to the date Holder desires to convert this Note. Such Conversion AgentNotice shall be delivered by mail, (b) surrender the Security to a Conversion Agentpostage prepaid, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal at its principal corporate office, and shall contain a statement of the election of Holder to convert the interest payable on Note, or a portion of the next interest payment Note as well as the date if required pursuant the Holder desires such conversion to this Section 4.2be effective. Such notice is hereinafter referred to as a "Notice of Conversion". A Security conversion shall be deemed to have been converted as of made immediately prior to the close of business on the later of (a) the date specified in such notice (which date shall be not less than seventy five (75) days from the "Conversion Date"date Company receives such notice) on which or (b) the date of surrender of this Note or (c) the date Holder has complied demonstrated compliance with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nomineesDisclosure Requirements, and (ii) issue, the person or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, shares as of such date. As promptly as practicable after the close conversion of business on this Note, the applicable Conversion Date; provided, however, that no surrender Company at its expense will issue and deliver to the Holder of this Note a Security on any date when certificate or certificates for the stock transfer books number of full shares of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock Company’s registered common stock issuable upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Securityconversion. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to Xxxxxx has complied with the provisions of this Indenture relating Note as it relates to conversion of this Note and, despite such compliance by Holder, it is apparent to Company that Holder will be unable to convert this Note into fully registered and immediately transferable shares of the Company’s common stock on the date Holder has specified in the Transfer Notice (“Holder’s Desired Transfer Date”) because of Company’s actions, inactions or efforts to comply with applicable securities laws, then Company shall have the option of allowing Holder to convert this Note (or a portion hereof) so that Company can immediately purchase and redeem the shares issued by Company to Holder upon conversion of this Note (or a portion hereof) at a per share price equal to the payment per share closing price on the Nasdaq national market (“Closing Price”) on the day of defaulted interest by conversion (the Company“Redemption Option”). Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If Upon exercising the Company defaults in the payment of interest payable on such interest payment dateRedemption Option, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities convertedthe Note will be reduced accordingly. Upon surrender If Company does not elect to exercise the Redemption Option, Company will hold Holder harmless from any drop in the Closing Price between the Holder’s Desired Transfer Date and the date Holder is able to convert this Note into fully registered and immediately transferable shares of a Security that is converted in partthe Company’s common stock (the “Interim Period”). Similarly, if during the Interim Period, the Company shall executeClosing Price increases, and Holder will pay the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered increase to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Company.

Conversion Procedure. To convert a SecurityIn order to exercise its conversion right, a Holder must Lender shall provide written notice to the Borrower (a) complete a “Conversion Notice”), specifying the Loans to be converted, the name and manually sign address of the Person entitled to receive the applicable Loan Shares and any other relevant details, and shall surrender the certificate or certificates representing the applicable Loans to be converted. The Conversion Price shall be determined as of the date of the Conversion Notice and the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall will be deemed to have been converted as of completed immediately prior to the close of business on the date of the applicable Conversion Notice (the "“Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time”). The Company will, on the Conversion Settlement Date, Borrower will promptly thereafter (ibut in any event within five (5) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitledBusiness Days), if any, upon the receipt of the Conversion Settlement Distribution determined pursuant to Section 4.14 Notice, the Borrower shall execute, and shall deliver, to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to address as specified in the Conversion Agent Notice, a certificate registered in the name of the converting holder or to such Holderits designee, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, Borrower Common Shares to which such Holder holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Periodentitled. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution in whose name or names any Loan Shares or other securities issuable upon such conversion shall be treated for all purposes entered in the Register of Members as the record holder or holders of record of such Applicable StockLoan Shares or other securities at such time on such date and such conversion shall be at the Conversion Price in effect at such time, as unless the Register of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company Members shall be closed on such date, in which event such Person or Persons shall be effective to constitute entered in the person or persons entitled to receive the shares Register of Applicable Stock upon such conversion Members as the record holder or holders of record of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person Loan Shares or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes other securities at the close of business on the next succeeding day on which such stock transfer books are Register of Members is open; provided, further, that and such conversion shall be at the Conversion Rate Price in effect on the Conversion Date as if the stock transfer books date such Register of the Company had not been closedMembers is open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date The Person entitled to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock Borrower Common Shares issuable upon the such conversion shall be based on treated as the aggregate principal amount record holder of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion such Borrower Common Shares as of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a applicable Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Date.

Conversion Procedure. To convert a Security, a Holder must (ai) complete and manually sign the conversion notice on the back Conversion of the Security or facsimile Series A Preferred Stock upon election of the conversion notice and deliver such notice Required Holders pursuant to a Conversion Agent, (bSection 6(a)(iii) surrender or as contemplated by the Security to a Conversion Agent, (csecond sentence of Section 6(c) furnish appropriate endorsements and transfer documents if required shall be effected by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds delivery to the Company by the Required Holders of a written notice stating the election of such holders to convert the Series A Preferred Stock. In the event the notice shall specify any name other than that of a record holder, the notice shall be accompanied by documents confirming ownership, reflecting compliance with the securities laws and, if applicable, payment of all transfer taxes payable upon issuance of the shares of Common Stock in an amount equal such name. Other than such taxes, the Company shall pay any and all issuance and other taxes (excluding taxes based on income) that may be payable with respect to the interest payable issuance and/or delivery of shares of Common Stock on conversion of Series A Preferred Stock. As promptly as practicable, but in no event more than 15 days, after receipt by the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as Company of the close written notice of business on conversion from the date Required Holders, the Company shall deliver notice of conversion of the Series A Preferred Stock to all holders thereof. As promptly as practicable, but in no event more than 5 Business Days after receipt by the Company of the written notice of conversion from the Required Holders or (as applicable) within 5 Business Days after the "Conversion Date") on which completion of any required appraisal or Measurement Period as contemplated by the Holder has complied with the immediately preceding second sentence of this Section 4.2. Anything herein 6(c), the Company shall deliver or cause to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered the number of validly issued, fully paid and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company willnon-assessable whole shares (that is, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder a holder would otherwise be entitled), if any, entitled to receive shall be rounded up to the nearest whole share) of the Conversion Settlement Distribution determined Common Stock to which each record holder or other recipient shall be entitled pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, 6(b) or such Holder's nominee or nominees, and (iias applicable) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Daysentence of Section 6(c)(i) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11hereof.

Conversion Procedure. To convert a SecurityConvertible Note, a Holder must (a) complete and manually sign the a conversion notice on in substantially the back form included in the form of the Security or facsimile of the conversion notice Convertible Notes set forth in Exhibit A hereto and deliver such notice to a the Conversion AgentAgent at its own expense, (b) surrender the Security Convertible Note to a the Conversion AgentAgent duly endorsed or assigned to the Company or in blank, (c) furnish appropriate endorsements and transfer documents (if any) required by a the Registrar or a the Conversion Agent, and (d) pay any required transfer or similar taxtax and make any other required payment. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” Immediately following deposit of a Convertible Note and conversion notice and payment by the converting Holder of any required amount in accordance with Section 13.2, if required the Conversion Agent shall (i) verify that the conversion notice has been duly completed in accordance with its terms and purports to have been signed by or on behalf of the Holder of such Convertible Note named therein and (eii) pay funds set out in the conversion notice (A) the deposit date and the Conversion Date in respect of the deposited Convertible Note, (B) the Conversion Price on Conversion Date and (C) the number of Ordinary Shares or ADSs issuable upon conversion of such deposited Convertible Note. The Conversion Agent shall reject such deposited Convertible Note if the conversion notice in respect of which has not been duly completed in accordance with its terms or does not purport to have been signed by or on behalf of the Holder of such Convertible Note named therein. The Conversion Agent shall send by facsimile to the Company a copy of the conversion notice as soon as practicable, but in an amount equal any event no later than two Business Days, following such verification, and shall send by post, to the interest payable on Company the next interest original conversion notice as soon as practicable following any such request by the Company in writing. On deposit of a Convertible Note and a conversion notice (and payment date if by a converting Holder of any required pursuant to this amount) in accordance with Section 4.2. Such notice is hereinafter referred to as a "13.3, the Convertible Note and the Conversion Notice of Conversion". A Security so deposited and any relevant amounts shall be deemed to have been converted be held by the Conversion Agent as the agent of the close Company. No Holder will be entitled to receive physical share certificates in respect of business on the date (Ordinary Shares arising from the "Conversion Date") on which conversion of the Holder has complied with Convertible Notes. Delivery of the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices Ordinary Shares shall be delivered made by crediting such Ordinary Shares to a Holder’s securities account or the securities account of a Holder’s depository agent with CDP. The Company shall allot and such Securities shall be surrendered for issue the Ordinary Shares arising from the conversion of the Convertible Notes in accordance with instructions as set out in the Applicable Procedures conversion notice and shall deliver to CDP the share certificate(s) relating to such Ordinary Shares in the name of CDP for the credit of the Holder’s securities account or the securities account of Holder’s depository agent securities account as specified in effect from time the Conversion Notice as soon as practicable, and in any event not later than 14 days, after the Conversion Date (or such longer period as may be required to timecomply with any applicable fiscal or other laws or regulations). The Company will, on will register the Person or Persons designated for the purpose in the Conversion Settlement Date, (iNotice as holder(s) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the relevant number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodOrdinary Shares in its share register. The Person or Persons specified for that purpose will become the holder of record of the number of Ordinary Shares issuable upon conversion with effect from the date he is or they are registered as such in the Company’s share register (the “Registration Date”). The Ordinary Shares issued upon conversion of the Convertible Notes will in all respects be fully paid and nonassessable and rank equally with all the Ordinary Shares in issue on the relevant Registration Date. A holder of Ordinary Shares issued on conversion of Convertible Notes shall not be entitled to receive any rights of a shareholder the Applicable Stock as part record date for which precedes the relevant Registration Date. If the record date for the payment of any dividend or other distribution in respect of the applicable Ordinary Shares is on or after the Conversion Settlement Distribution upon such conversion shall be treated for all purposes as Date in respect of any Convertible Notes converted, but before the record holder or holders of such Applicable StockRegistration Date, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective pay to constitute the person converting Holder an amount equal to any such dividend or persons other distribution to which he would have been entitled to receive the shares had he on that record date been such a shareholder of Applicable Stock upon such conversion as the record holder or holders of such shares number of Applicable Stock on Ordinary Shares issued upon conversion (disregarding any retroactive adjustment of the Conversion Price pursuant to the fourth paragraph of Section 13.5), and will make such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes payment at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date same time as if the stock transfer books it makes payment of the Company had dividend or other distribution, or as soon as practicable thereafter, but, in any event, not been closedlater than seven days thereafter. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for accrued and unpaid interest on dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered Ordinary Shares on a Convertible Note delivered for conversion during conversion. The delivery to a Holder of the fixed number of Ordinary Shares or ADSs into which the Convertible Note is convertible will be deemed to satisfy the Company’s obligation to pay the principal amount and any accrued and unpaid premium and interest attributable to the period from the Interest Payment Date immediately preceding the Conversion Date to the Conversion Date. If any Holder surrenders a Convertible Note for conversion after the close of business on any record date preceding any interest payment date the Regular Record Date relating to the Interest Payment Date but before the opening of business on the related Interest Payment Date, then, notwithstanding such conversion, the interest payment date payable on such Interest Payment Date shall (except in be paid to the case Holder of Securities which have such Convertible Note on such Regular Record Date. In such event, unless such Convertible Note has been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment dateprior to such Interest Payment Date, or if such interest payment date is not a Business DayConvertible Note, the second such Business Day) when surrendered for conversion, must be accompanied by funds acceptable delivery of a check or draft payable to a Person designated by the Company in an amount equal to the interest payable on such interest payment date Interest Payment Date on the Securities being surrendered for conversionportion so converted. If such payment does not accompany such Convertible Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will Convertible Note shall not be made for accrued interest on a converted Securityconverted. If the Company defaults in the payment of interest payable on the Interest Payment Date, such interest payment datefunds shall be repaid to the Holder. Fractions of Ordinary Shares will not be issued on conversion and will not be deposited with the Depository, and no cash adjustments will be made in respect of any such fraction of Ordinary Shares. Under the ADS Deposit Agreement, the Company shall promptly repay Depository will not issue fractions of ADSs. To the extent the Depository does not accept a certain number of Ordinary Shares for deposit pursuant to the ADS Deposit Agreement, the Conversion Agent will sell the Ordinary Shares representing such funds fractional ADSs and will distribute the net proceeds of the sale to such the Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Convertible Note at the same time, the number of shares of Applicable Stock Ordinary Shares or ADSs issuable upon the conversion shall be based on the aggregate principal amount of Securities Convertible Notes converted. Upon surrender of a Security Convertible Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Convertible Note equal in principal amount to the unconverted portion of the Security Convertible Note surrendered. If A conversion notice once given will be irrevocable and may not be withdrawn without the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, prior written consent of the Securities may be surrendered to that Company. The Company or the Conversion Agent on its behalf may reject any incomplete or incorrect conversion notice. All costs and expenses incurred by an incomplete or incorrect conversion notice will be for the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until account of the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11relevant Holder.

Conversion Procedure. To convert a Security, Security a Holder must (a) complete and manually sign -------------------- satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which ). Within two Business Days following the Conversion Date, the ---------------- Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices that such Security shall be delivered and such Securities converted into shares of Common Stock, the Company shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to no later than the seventh Business Day following the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates Date a certificate for the number of full shares of Applicable StockCommon Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in Section 11.01, if any, to which the Company shall have notified the Holder that such Holder Security shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stockpaid in cash, the Company shall issue deliver to the Holder surrendering such shares Security the amount of Applicable Stock cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as soon as practicable after provided in Section 11.01, the expiration Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Cash Settlement Notice PeriodCompany has notified the Holder in accordance with this paragraph. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, provided further, that such conversion shall be -------- ------- at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided Holders may surrender a Security for conversion by means of book entry delivery in Section 4.6, no accordance with paragraph 9 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on shares of Applicable any Common Stock issued upon except as provided in this Article. On conversion of a Security. If interest is then payable on , that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 12.01) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Conversion Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable with respect to the Company converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in an amount equal full to the interest payable on Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such interest Common Stock (together with any cash payment date on in lieu of fractional shares of Common Stock) shall be treated as issued, to the Securities extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Securityhereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be computed based on the aggregate principal amount total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is not a Business Day Legal Holiday in a place where a the Conversion Agent is located, the Securities Security may be surrendered to that such Conversion Agent on the next succeeding Business Day. Holders day that have already delivered is not a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Legal Holiday.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice Note and deliver such notice to a the Conversion Agent, ; (b) surrender the Security Note to a the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.24.04 hereof. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the The date (the "Conversion Date") on which the Holder has complied with satisfies all of those requirements is the immediately preceding sentence "CONVERSION DATE." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Class A Common Stock issuable upon the conversion, payment for accrued interest on such Note to the extent required by this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered 4.02 and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction fractional shares pursuant to Section 4.03. The Company may, at any time and as a condition to delivering such shares of Class A Common Stock, require any Holder to deliver a share representation and warranty made to which the Company and an officer's certificate certifying as to whether or not such Holder would otherwise be entitled), if any, is a Regulated Person as of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, Date and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for certifying the number of full issued and outstanding shares of Applicable Stock, if any, to which Common Stock "Beneficially Owned" (as defined in Rule 13d-3 under the Exchange Act) by such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close Conversion Date. The Company may also rely upon the stock ledger and corporate records of business the Company. The Trustee shall have no obligation to make any such determination. The person in whose name the certificate is registered shall be deemed to be a shareholder of record on the applicable Conversion Date; providedPROVIDED, howeverHOWEVER, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Class A Common Stock upon such conversion as the record holder or holders of such shares of Applicable Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; providedand PROVIDED, furtherFURTHER, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a SecurityNote. If interest is then payable on the Securities, Securities surrendered any Holder surrenders a Note for conversion during the period from after the close of business on any record date preceding any the Record Date for the payment of an installment of interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at and before the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment daterelated Interest Payment Date, the Company shall promptly repay pay accrued interest through the Conversion Date to the Holder of such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable Note on such Security on the related interest payment date in accordance with the terms of this Indenture and the SecuritiesRecord Date. If a Holder converts more than one Security Note at the same time, the number of shares of Applicable Class A Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a Securitycopy to the Transfer Agent, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security Conversion in the form attached hereto as Annex V, which shall be deemed to have been converted as satisfy all requirements of the close Statement of business on the date Rights (the a "Conversion DateNotice"). As set forth in Section 9(c)(3) on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder Statement of a Security surrendered for conversionRights, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares Common Shares to be issued in connection with a particular conversion of Applicable StockPreferred Shares is, if anyabsent manifest error, to which such Holder shall be entitled as part conclusively the number of such Common Shares stated in the applicable Conversion Settlement Distribution; provided, Notice. If in connection with a particular conversion of Preferred Shares the Company determines that if manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Settlement Distribution consists solely of shares of Applicable StockNotice, the Company shall have the right immediately to notify the Transfer Agent of such error (with a copy of such notice given to the Buyer by telephone line facsimile transmission), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such shares error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of Applicable Stock as soon as practicable independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the expiration of applicable Conversion Notice is given to the Cash Settlement Notice Period. The Person or Persons entitled Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to receive the Applicable Stock as part issue, within three Business Days after receipt of the applicable Conversion Settlement Distribution upon Notice, to the converting holder any additional Common Shares to which such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business is entitled based on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of Notice. Such immediate action shall be taken by the Company to assure that there shall be closed shall be effective to constitute full compliance with the person or persons entitled to receive the shares of Applicable Stock upon Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares the Statement of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Rights.

Conversion Procedure. To convert a Security, Note a Holder must (a) complete and manually sign satisfy the requirements in paragraph 9 of the Notes. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "CONVERSION DATE"). As soon as practicable after the Conversion Date but in any event no later than the seventh Business Day following the Conversion Date") on which , the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein Company shall deliver to the contrary notwithstandingHolder, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on through the Conversion Settlement DateAgent, (i) pay a certificate for the cash component (including full number of shares of Common Stock issuable upon conversion and cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution fractional shares determined pursuant to Section 4.14 SECTION 13.03. The Company shall determine such full number of shares and the amounts of the required cash with respect to the Holder of a Security surrendered for conversion, or such Holder's nominee or nomineesany fractional share, and (ii) issue, or cause to be issued, and deliver shall set forth such information in an Officer's Certificate delivered to the Conversion Agent. The Conversion Agent or to shall have no duties under this paragraph unless and until it has received such Holder, or such Holder's nominee or nominees, certificates certificate. The person in whose name the certificate for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Common Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; providedPROVIDED, howeverHOWEVER, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock Common stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such . Such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on or distributions on shares of Applicable other distribution with respect to any Common Stock issued upon except as provided in this Article Thirteen. On conversion of a Security. If Note, that portion of accrued and unpaid interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date with respect to the opening of business on such interest payment date converted Note shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the Common Stock (together with the cash payment, if any) in an amount equal to exchange for the interest payable on such interest payment date on the Securities Note being surrendered for conversion, subject converted pursuant to the provisions hereof; and the fair market value of this Indenture relating such shares of Common Stock (together with any such cash payment) shall be treated as issued, to the payment of defaulted interest by the Company. Except as otherwise provided extent thereof, in this Section 4.2, no payment or adjustment will be made exchange for accrued and unpaid interest on a and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Note being converted Securitypursuant to the provisions hereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Note at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate total principal amount of Securities the Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security a Note may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities Note may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. A Holder may convert a portion of a Security if the portion converted is in a $1,000 principal amount or an integral multiple of $1,000 in excess thereof. Provisions of this Section 12.3 that apply to conversion of all of a Security also apply to conversion of a portion of a Security. To convert a Security, a Holder must must, in the case of a Global Security, comply with the Applicable Procedures of the Depositary, and in the case of a Non-Global Security, (a1) complete and manually sign the form of irrevocable conversion notice on the back of the Security (or complete and manually sign a facsimile of the conversion notice such notice) and deliver such notice to a the Conversion Agent, (b2) surrender surrender, if a Non-Global Security, the Security to a the Conversion Agent, (c) and in any such case, furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) and pay any transfer or similar taxtaxes and all other taxes or duties, if required required. The first Business Day on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). As promptly as practicable on or after the Conversion Date, the Company shall issue and (e) pay funds deliver to the Company Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, and cash in an amount equal to the interest payable on the next interest payment date if required lieu of any fractional share determined pursuant to this Section 4.212.4 (other than in the case of Holders in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary's Applicable Procedures). Such notice The Person in whose name the certificate is hereinafter referred to registered shall be treated as a "Notice stockholder of Conversion". A Security shall be deemed to have been converted record as of the close of business on the date (the "Conversion Date") on which the . Upon conversion of a Security in its entirety, such Person shall no longer be a Holder has complied with the immediately preceding sentence of this Section 4.2such Security. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the Applicable Procedures as in effect from foregoing provisions, and at such time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, rights of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder Holders of a Security surrendered for conversion, or such Holder's nominee or nomineesSecurities as Holders shall cease, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Common Stock as part of the applicable Conversion Settlement Distribution issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as Common Stock at such time. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the close of business legends required to be set forth on the applicable Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Date; providedAgent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock. In the case of any Security which is converted in part only, however, that no surrender of a Security on any date when the stock transfer books of upon such conversion the Company shall be closed execute and the Trustee shall be effective authenticate and deliver to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such dateHolder thereof, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books expense of the Company had not been closed. Upon conversion Company, a new Security or Securities of a Security, such person shall no longer be a Holder authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. Except If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as otherwise provided to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, registrar or transfer agent shall be required to register in Section 4.6a name other than that of the beneficial owner, no shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate. No payment or adjustment will be made for dividends on, or other distributions on with respect to, any shares of Applicable Common Stock issued upon except as provided in this Section. On conversion of a Security. If interest is then payable on , that portion of accrued and unpaid interest, if any, through the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date Conversion Date with respect to the opening of business on such interest payment date converted Security shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in an amount equal to lieu of fractional shares) for the interest payable on such interest payment date on the Securities Security being surrendered for conversion, subject converted pursuant to the provisions hereof; and the fair market value of this Indenture relating such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the payment of defaulted interest by the Company. Except as otherwise provided extent thereof, first in this Section 4.2, no payment or adjustment will be made exchange for accrued interest on a converted Securityand unpaid interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the principal amount of the Securities. The Company will not adjust the Conversion Rate to account for accrued interest, if any. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities, including any accrued and unpaid interest of the Securities converted. Except as provided in this paragraph, a Holder of Securities who converts on a date that is not an Interest Payment Date, shall not be entitled to receive any cash payment of accrued and unpaid interest on any such Securities being converted. If a Holder is a holder of a Security on a Regular Record Date, including any Securities converted subsequent to the Regular Record Date preceding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Securities at 5:00 p.m. New York City time on such Regular Record Date shall receive the cash payment of interest payable on such Security on such Interest Payment Date notwithstanding the conversion thereof. Any conversion notice given during the period from 5:00 p.m. New York City time on any Regular Record Date preceding any Interest Payment Date to 9:00 a.m. New York City time on such Interest Payment Date shall be accompanied by payment from converting Holders, for the account of the Company, of an amount equal to the interest payable on such Interest Payment Date on the Securities being surrendered for conversion; provided, however, a Holder will not be required to make such payment if it is converting a Security that the Company has called for redemption, or that the Holder is entitled to require the Company to repurchase from such Holder, if the conversion right would terminate because of the redemption or repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date. Upon conversion, in lieu of settlement in shares of Common Stock, the Company may elect to settle in cash or a combination of cash and shares of Common Stock. If the Company elects to settle entirely in cash, the Company will deliver to the Holder surrendering Securities on the Conversion Date, cash in an amount equal to the product of (i) a number equal to (A) the aggregate principal amount of Securities convertedto be converted divided by 1,000, multiplied by (B) the Conversion Rate in effect on the Conversion Date, and (ii) 100% of the average sale price for the five consecutive Trading Days ending on the third Trading Day preceding the Conversion Date. Upon surrender If the Company elects to settle a portion of the conversion obligation in cash, the Company will deliver to the Holder surrendering Securities on the Conversion Date a cash amount calculated as described in the immediately preceding sentence and will satisfy the balance of the Company's conversion obligation by delivering shares of Common Stock to such Holder. The Company shall notify any Holder that converts Securities, with a copy to the Trustee and the Conversion Agent, by the second Trading Day following the Conversion Date whether the Company will pay such Holder in cash, shares of Common Stock or a combination of cash and shares of Common Stock, and such notice shall state the relative percentages of each. The Company shall pay such Holder any portion of the principal amount of Securities surrendered for conversion by such Holder to be paid in cash on the third Trading Day after the Conversion Date. With respect to any portion of the principal amount of a Security that is converted Holder's Securities surrendered for conversion to be paid in partCommon Stock, the Company shall executedeliver shares of Common Stock to such Holder on the fourth Trading Day following the Conversion Date. The portion of any combination settlement represented by shares of Common Stock shall be calculated to the nearest full share, and the Trustee value of any fractional share shall authenticate and deliver be added to the Holder, a new Security equal in principal amount to the unconverted cash payment portion of the Security surrenderedcombination settlement. If Notwithstanding the last day on which Security may be converted is not foregoing, if an Event of Default pursuant to Section 5.1 (other than a Business Day default in a place where a Conversion Agent cash payment upon conversion of the debentures), has occurred and is locatedcontinuing, the Company shall not be entitled to elect to settle in cash or a combination of cash and shares of Common Stock upon conversion of any Security, other than payment of cash in lieu of fractional shares pursuant to Section 12.4. By delivering to the Holder the number of shares of Common Stock issuable upon conversion, determined by dividing the principal amount of the Securities may be surrendered to that being converted by the Conversion Agent on Price, together with a cash payment, if any, in lieu of fractional shares, the next succeeding Business Day. Holders that Company will have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice satisfied its obligation with respect to the converted Securities. Accrued but unpaid interest (including Additional Amounts, if any) shall not be canceled, extinguished or forfeited but rather shall be deemed to be paid in full to the holder entitled thereto through the delivery of shares, together with a cash payment, if any, in lieu of fractional shares, in exchange for the Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11being converted.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign satisfy the requirements in Section 12 of the Notes. The date on which the Holder satisfies all of those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion DateCONVERSION DATE") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as As soon as practicable after the expiration Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the Cash Settlement Notice Periodconversion and a check for any fractional share determined pursuant to Section 5.03 hereof. The Person or Persons entitled to receive in whose name the Applicable Stock as part certificate is registered shall become the stockholder of record on the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable StockDate and, as of such date, such Person's rights as a Holder of Notes hereunder shall cease (such Person's rights as a Holder of Transfer Restricted Securities, if any, under the close of business on the applicable Conversion DateRegistration Rights Agreement, however, shall continue so long as such Person holds such Transfer Restricted Securities); provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Applicable Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Applicable Common Stock as the stockholder of 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; providedprovided further, furtherhowever, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends or distributions accrued and unpaid interest on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securitiesconverted Note, Securities surrendered but if any Holder surrenders a Note for conversion during the period from after the close of business on any the record date preceding any for the payment of an installment of interest payment date and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall (except in be paid to the case Holder of Securities which have been called such Note on such record date. Any Notes that are, however, delivered to the Company for redemption on a Redemption Date that occurs during the period beginning at the close of business on a conversion after any record date and ending at the opening of business on the first Business Day after but before the next succeeding interest payment date, or if such interest payment date is not a Business Daymust, except as described in the second such Business Day) next sentence, be accompanied by funds acceptable to the Company in an amount a payment equal to the interest payable on such interest payment date on the Securities principal amount of convertible notes being surrendered for converted. The payment to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next 27 32 record date, no interest will be paid on those Notes. No fractional shares will be issued upon conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or but a cash adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securitiesfractional shares. If a Holder converts more than one Security Note at the same time, the number of whole shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate total principal amount of Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, Note a Holder must (a) complete and manually sign satisfy the requirements set forth in the Notes. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures As soon as in effect from time to time. The Company will, on practicable after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and Company shall deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates a certificate for the number of full shares of Applicable StockCommon Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 503 of this Supplemental Indenture. Prior to the Conversion Date, if any, a Holder of a Note shall have no rights as a shareholder with respect to the shares of Common Stock into which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodNote is convertible. The Person or Persons entitled to receive in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a shareholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such SecurityNote and such Note shall be cancelled and no longer outstanding. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no No payment or adjustment will be made for accrued interest on Original Issue Discount, unpaid interest, liquidated damages, dividends on, or other distributions with respect to, any converted Note or Common Stock except as provided in this Article V. On conversion of a Note, that portion of accrued Original Issue Discount (or interest, if the Notes have been converted Security. If into semi-annual cash pay notes pursuant to Section 401 of this Supplemental Indenture) attributable to the period from the Issue Date (or, if the Company defaults has exercised the option provided for in the payment Section 401 of interest payable on such interest payment datethis Supplemental Indenture, the Company shall promptly repay later of (x) the date of such funds to such Holder. Nothing in this Section shall affect exercise and (y) the right of a Holder in whose name any Security is registered at the close of business date on a record date to receive the which interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion was last paid) of the Security surrendered. If Note through the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice Date with respect to a Security may the converted Note shall not surrender such Security for conversion until be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Repurchase Notice or Fundamental Change Repurchase Notice, as Holder thereof through delivery of the case may be, has been withdrawn in accordance Common Stock (together with the procedures set forth cash payment, if any, in Section 3.11.lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional

Conversion Procedure. To convert a SecurityNote, a Holder must (a1) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion AgentNote, (b2) surrender the Security Note to a Conversion Agentthe Company at the office or agency of the Company maintained in accordance with Section 4.02, (c3) furnish appropriate endorsements and transfer documents in blank if required by a Registrar or a Conversion Agentthe Company, (d4) pay any transfer or similar tax, tax if required by applicable law and (e5) pay funds any interest to the extent required by Section 12.01. The date on which the Holder satisfies all these requirements is the "Conversion Date". As soon as practicable, the Company in an shall deliver a certificate for the number of full shares of Common Stock issuable upon the conversion and a check for the amount equal to the interest payable on the next interest payment date if required representing any fractional share. A conversion pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security 12.02 shall be deemed to have been converted made immediately prior to the close of business on the Holder's Conversion Date. The Person or Persons entitled to receive shares of Common Stock upon such conversion shall be treated for all corporate purposes as the holder or holders of such shares of Common Stock as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no -------- ------- any such surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons entitled Persons in whose name or names the certificates are to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock issued 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; provided, further, that but such conversion shall be at the Conversion Rate conversion price in effect on the Conversion Date as if the stock such next succeeding day on which such transfer books of the Company had not been closedare open. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends or distributions on shares of Applicable any Common Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the SecuritiesNote. If a Holder converts more than one Security Note at the same time, the number of full shares of Applicable Stock issuable upon the conversion shall be based on the aggregate total principal amount of Securities the Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, issue and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security surrenderedNote surrendered provided that such Note shall be in an authorized denomination. If the last day on which Security a Note may be converted is not a Business Day in a place where a Conversion Agent is locatedDay, the Securities Note may be surrendered to that Conversion Agent the Company on the next succeeding day that is a Business Day. Holders In any case in which this Article 12 shall require that have already delivered an adjustment be made retroactively immediately following a Repurchase Notice or Fundamental Change Repurchase Notice with respect record date, the Company may defer (but only until 15 days after the adjustment becomes effective) issuing to a Security may not surrender the holder of any shares converted after such Security for record date (i) the shares of Common Stock issuable upon such conversion until over and above (ii) the Repurchase Notice or Fundamental Change Repurchase Notice, as shares of Common Stock issuable upon such conversion computed solely on the case may be, has been withdrawn in accordance with basis of the procedures set forth in Section 3.11conversion price prior to such adjustment.

Conversion Procedure. To convert a SecurityDebenture, a Holder must satisfy the requirements in paragraph 8 of the Debentures and (ai) complete and manually sign the irrevocable conversion notice on the back of the Security or facsimile of the conversion notice Debenture and deliver such notice to a the Conversion Agent, (bii) surrender the Security Debenture to a the Conversion Agent, (ciii) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, (div) pay any transfer or similar other tax, if required by Section 11.04 and (ev) pay funds if the Debenture is held in book-entry form, complete and deliver to the Company in an amount equal Depositary appropriate instructions pursuant to the interest payable on the next interest payment Depositary's book entry conversion programs. The date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with satisfies all of the immediately preceding sentence of this Section 4.2foregoing requirements is the "CONVERSION DATE". Anything herein As soon as practicable after the Conversion Date and in any event within five business days, the Company shall deliver to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on Holder through the Conversion Settlement Date, Agent either (i) pay a certificate for or (ii) a book-entry notation of the cash component (including number of whole shares of Common Stock issuable upon the conversion pursuant to Section 11.05 and cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Periodfractional shares. The Person or Persons entitled to receive in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion Debenture is registered shall be treated for all purposes as the deemed to be a stockholder of record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are openopen (subject to the provisions of the next paragraph of this Section 11.02); provided, further, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such person Person shall no longer be a Holder of such SecurityDebenture. Except In respect of any Debenture presented for conversion, the Company may, at its option, in lieu of delivering shares of Common Stock, elect to pay the Holder surrendering such Debenture an amount of cash equal to the average of the last reported sale price for the Common Stock for the five consecutive trading days immediately following (a) the date of delivery of the Company's notice of its election to deliver cash (as otherwise provided described in the next succeeding sentence) if the Company has not given Notice of Redemption, or (b) the Conversion Date, in the case of a conversion following a Notice of Redemption with respect to such Debenture, specifying that the Company intends to deliver cash upon conversion, in either case multiplied by the number of shares of Common Stock issuable upon conversion of such Debenture on that date. The Company shall inform Holders of its election to deliver shares of Common Stock or to pay cash in lieu of the delivery of such shares by delivering an irrevocable written notice to the Trustee and the Paying Agent prior to the close of business on the second business day after the Conversion Date, unless it has already informed Holders of its election by delivering an irrevocable notice in connection with its optional redemption of the Debentures as set forth in Section 4.63.01 hereof. If the Company delivers only shares of Common Stock upon conversion, such shares shall be delivered through the Trustee no payment later than the fifth business day following the Conversion Date. If the Company elects to satisfy all or adjustment a portion of its obligation to deliver shares upon conversion in cash, the payment, including any delivery of Common Stock, will be made for dividends to Holders surrendering Debentures no latex than the tenth business day following the applicable Conversion Date; provided that if an Event of Default has occurred and is continuing, the Company shall not pay cash upon conversion of any Debentures (other than cash in lieu of fractional shares as set forth below). Accrued interest (including Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) on a Debenture shall not be cancelled, extinguished or distributions on shares forfeited but rather shall, except as otherwise set forth herein, be deemed paid by an applicable portion of Applicable the Common Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the CompanyDebenture. Except as otherwise provided set forth in this Section 4.2the preceding sentence, no payment or adjustment will be made for accrued interest (including Contingent Interest or Additional Amounts, if any), on a converted SecurityDebenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture (provided that the shares of Common Stock received upon conversion of Debentures shall continue to accrue Additional Amounts, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next Interest Payment Date, any accrued but unpaid Additional Amounts with respect to the converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date shall be paid to the Holder of such Debenture on such Interest Payment Date. In such event, such Debenture, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Debenture, the Debenture shall not be converted; provided, however, that no such check shall be required if such Debenture has been called for redemption on a redemption date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any), payable on such interest payment datethe Interest Payment Date, the Company Conversion Agent shall promptly repay such funds to such the Holder. Nothing in this Section No fractional shares of Common Stock shall affect the right be issued upon conversion of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the SecuritiesDebentures. If a Holder converts more than one Security Debenture shall be surrendered for conversion at one time by the same timeholder, the number of full shares of Applicable Stock that shall be issuable upon the conversion shall be based computed on the basis of the aggregate principal amount of Securities convertedthe Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Debenture or Debentures, the Company shall make a payment in lieu thereof in cash based on the current Market Price of a share of Common Stock on the Conversion Date. Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Debenture equal in principal amount to the unconverted portion of the Security Debenture surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, Security a Holder must (a) complete and manually sign satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures As soon as in effect from time to time. The Company will, on practicable after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and Company shall deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates a certificate for the number of full shares of Applicable Stock, if any, Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodSection 11.03. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable with respect to, any Common Stock issued upon except as provided in this Article 11. On conversion of a Security. If interest is then payable on , the Securitiesgreater of that portion of accrued Original Issue Discount (or interest, Securities surrendered if the Company has exercised its option provided for conversion during in Section 10.01) or Tax Original Issue Discount attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) of the Security through but not including the Conversion Date and (except as provided below) accrued contingent interest, if any, with respect to the opening of business on such interest payment date converted Security shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in an amount equal to lieu of fractional shares) in exchange for the interest payable on such interest payment date on the Securities Security being surrendered for conversion, subject converted pursuant to the provisions hereof; and the fair market value of this Indenture relating such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the payment extent thereof, first in exchange for the greater of defaulted interest by Original Issue Discount (or interest, if the Company. Except Company has exercised its option provided for in Section 10.01) or Tax Original Issue Discount accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as otherwise provided issued in this Section 4.2, no payment or adjustment will be made exchange for accrued interest on a the Issue Price of the Security being converted Securitypursuant to the provisions hereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a SecurityNote represented by a Global Note, a Holder Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (a1) complete and manually sign the conversion notice a Conversion Notice, a form of which is on the back of the Security or facsimile of the conversion notice Note, and deliver such notice Conversion Notice to a the Conversion Agent, (b2) surrender the Security Note to a the Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a Registrar or a the Conversion Agent, furnish appropriate endorsement and transfer documents, and (d4) if required, pay any all transfer or similar taxtaxes. The Conversion Agent shall, if required and within one (e1) pay funds Business Day of any Conversion Date, provide notice to the Company Company, as set forth in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any12.03, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part occurrence of such Conversion Settlement Distribution; provided, that if Date. As promptly as practicable following the end of the Conversion Settlement Distribution consists solely of shares of Applicable StockReference Period applicable to the Notes being converted, the Company shall issue such deliver to the Holder, through the Conversion Agent, the Required Cash Amount and Remaining Shares, if any (including Cash in lieu of Remaining Shares pursuant to Section 10.01 hereof and Cash in lieu of fractional shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Periodpursuant to Section 10.03 hereof). The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate representing any shares is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as last Trading Day of the close of business on the applicable Conversion DateReference Period; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock Remaining Shares upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close Close of business Business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Cash and/or shares of Applicable common stock, if any, received by the Noteholder upon conversion. Delivery to the Noteholder of such Cash and/or shares of Common Stock issued will thus be deemed (1) to satisfy the Company's obligation to pay the principal amount of a Note, and (2) to satisfy the Company's obligation to pay accrued and unpaid interest on the Note. As a result, upon conversion of a SecurityNote, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited. If interest is then payable on the Securities, Securities Holders of Notes surrendered for conversion during the period from the close Close of business Business on any record date Regular Record Date next preceding any interest payment date Interest Payment Date to the opening of business of such Interest Payment Date will receive the semiannual interest payable on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business Notes on the first Business Day after corresponding Interest Payment Date notwithstanding the next succeeding interest payment dateconversion, or if and such interest payment date is not a Business Day, the second such Business Day) Notes upon surrender must be accompanied by funds acceptable to the Company in an amount equal to the interest payable amount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such interest payment date on the Securities being Note. The Company shall not be required to convert any Notes that are surrendered for conversion, subject to the provisions of this Indenture relating to the conversion without payment of defaulted interest as required by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Securityparagraph. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Note at the same time, the number Required Cash Amount and the Remaining Shares, if any (together with the Cash payment, if any, in lieu of shares of Applicable Stock issuable upon the conversion fractional shares) shall be based on the aggregate total principal amount of Securities the Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Transfer Agent, with a Securitycopy to the Company, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security Conversion in the form attached hereto as Annex V, which shall be deemed to have been converted as satisfy all requirements of the close Statement of business on the date Rights (the a "Conversion DateNotice"). As set forth in Section 7(c)(3) on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder Statement of a Security surrendered for conversionRights, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares Common Shares to be issued in connection with a particular conversion of Applicable StockPreferred Shares is, if anyabsent manifest error, to which such Holder shall be entitled as part conclusively the number of such Common Shares stated in the applicable Conversion Settlement Distribution; provided, Notice. If in connection with a particular conversion of Preferred Shares the Company determines that if manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Settlement Distribution consists solely of shares of Applicable StockNotice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such shares error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of Applicable Stock as soon as practicable independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the expiration of applicable Conversion Notice is given to the Cash Settlement Notice Period. The Person or Persons entitled Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to receive the Applicable Stock as part issue, within three Business Days after receipt of the applicable Conversion Settlement Distribution upon Notice, to the converting holder any additional Common Shares to which such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business is entitled based on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of Notice. Such immediate action shall be taken by the Company to assure that there shall be closed shall be effective to constitute full compliance with the person or persons entitled to receive the shares of Applicable Stock upon Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares the Statement of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Rights.

Conversion Procedure. To convert a Security, a this Debenture into Common Shares the Holder must (a) complete and manually sign the conversion notice on the back Notice of the Security or facsimile of the conversion notice Conversion attached hereto and deliver such notice to a Conversion Agent, (b) surrender the Security Debenture to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2herein, no payment or adjustment will be made for accrued interest on a converted Security. If the date upon which the Company defaults in receives the payment completed Notice of interest payable on such interest payment Conversion (by recognized overnight courier, hand-delivery, facsimile or otherwise) is the conversion date, provided that the Company shall not be required to deliver a certificate for Common Shares unless and until the Company receives the Debenture. Within five (5) business days after receipt of the Notice of Conversion as aforesaid, provided the Company has received the Debenture from the Holder, the Company shall promptly repay deliver a certificate without restrictive legend (unless no effective registration statement relating to the Shares is in place or no exemption from such funds to such Holder. Nothing registration is available) as specified in this Section shall affect the right Agreement for the number of full Common Shares issuable upon the conversion and a check for any fraction of a Holder share. The person in whose name any Security the certificate representing Common Shares is to be registered at shall be treated as a shareholder of record on and after the close of business on a record date to receive the conversion date. Upon conversion, unpaid interest payable on such Security on the related interest payment date converted portion of the Debenture shall be paid in accordance with cash or Common Shares by the terms of this Indenture and the SecuritiesCompany. If a Holder one person converts more than one Security Debenture at the same time, the number of full shares of Applicable Stock issuable upon the conversion shall be based on the aggregate total principal amount of Securities Debentures converted. Upon surrender of a Security Debenture that is to be converted in part, the Company shall execute, and the Trustee shall authenticate and deliver issue to the Holder, Holder a new Security Debenture equal in principal amount to the unconverted portion of the Security Debenture surrendered. If Notwithstanding the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is locatedforegoing, the Securities may be surrendered to that Conversion Agent on conversion right of the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures Holder set forth herein shall be limited, solely to the extent required, from time to time, such that in Section 3.11no instance shall the maximum number of Common Shares into which the Holder may convert this Debenture exceed, at any one time, an amount equal to the remainder of (i) 4.99% of the then issued and outstanding shares of Common Stock of the Company following such conversion, minus (ii) the number of shares of Common Stock of the Company then held by the Holder.

Conversion Procedure. To convert a SecurityNote, a Holder must satisfy the requirements in paragraph 8 of the Notes and (ai) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice Note and deliver such notice to a the Conversion Agent, (bii) surrender the Security Note to a the Conversion Agent, (ciii) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, (div) pay any transfer or similar other tax, if required by Section 12.04 and (ev) pay funds if the Note is held in book-entry form, complete and deliver to the Company in an amount equal Depositary appropriate instructions pursuant to the interest payable Depositary's book-entry conversion programs. The date on which the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as Holder satisfies all of the close of business on the date (foregoing requirements is the "Conversion Date") on which . As soon as practicable after the Conversion Date and in any event within five Business Days, the Company shall deliver to the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on through the Conversion Settlement Date, Agent either (i) pay a certificate for or (ii) a book-entry notation of the cash component (including number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined fractional shares pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period12.05. The Person or Persons entitled to receive in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion Note is registered shall be treated for all purposes as the deemed to be a stockholder of record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are openopen (subject to the provisions of the next paragraph of this Section 12.02); provided, further, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such SecurityNote. Except as otherwise provided The Company may, at its option, in Section 4.6, no payment or adjustment will be made for dividends or distributions on lieu of delivering shares of Applicable Stock issued upon conversion Common Stock, elect to pay the Holder surrendering such Note an amount of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date cash equal to the opening average of business on such interest payment the Common Stock Price for the five consecutive Trading Days immediately following (a) the date shall of our notice of our election to deliver cash as described below if we have not given notice of redemption, or (except b) the Conversion Date, in the case of Securities which have been called for redemption on a conversion following a Notice of Redemption Date with respect to such Note, specifying that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal intends to the interest payable on such interest payment date on the Securities being surrendered for deliver cash upon conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest in either case multiplied by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon conversion of such Note on that date. The Company shall inform Holders through the Trustee no later than two Business Days following the Conversion Date of its election to deliver shares of Common Stock or to pay cash in lieu of the delivery of shares, unless it has already informed Holders of its election in connection with its optional redemption of the Notes as set forth in Section 3.12 hereof. If the Company delivers only shares of Common Stock upon conversion, the shares will be delivered through the Trustee no later than the fifth Business Day following the conversion shall date. If the Company elects to satisfy all or a portion of its obligations to deliver shares upon conversion in cash, the payment, including any delivery of Common Stock, will be based on made to Holders surrendering Notes no later than the aggregate principal amount tenth Business Day following the applicable Conversion Date; provided that if an Event of Securities converted. Upon surrender of a Security that Default has occurred and is converted in partcontinuing, the Company shall execute, and the Trustee shall authenticate and deliver not be required to the Holder, a new Security equal pay cash upon conversion of any Notes (other than cash in principal amount to the unconverted portion lieu of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, fractional shares as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11below).

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign the conversion notice on the back of the Security Note or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any funds related to interest, if required to be paid by such Holder under this Section 13.02 and pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment be paid by such Holder under Section 13.04. The date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with satisfies all of those requirements is the immediately preceding sentence “Conversion Date.” As soon as reasonably practicable after the Conversion Date, the Issuer shall deliver to the Holder through a Conversion Agent a certificate for the number of this whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.213.03. Anything herein to the contrary notwithstanding, in the case of Global SecuritiesNotes, conversion notices shall may be delivered and such Securities shall Notes may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company Issuer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date as if the stock transfer books of the Company Issuer had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends or distributions on shares of Applicable Common Stock issued upon conversion of a SecurityNote. If interest is then payable on the Securities, Securities Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company in Issuer of an amount equal to the interest payable on such interest payment date on the Securities principal amount of such Note then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, subject to the provisions of this Indenture relating to the payment of defaulted interest by the CompanyIssuer; provided, however, that if the Issuer specifies a Change of Control Payment Date during the period that is after the record date but prior to the corresponding interest payment date, and such Holder elects to convert those Notes, the Holder will not be required to pay such funds to the Issuer at the time the Holder surrenders those Notes for conversion. Except as otherwise provided in this Section 4.213.02, no payment or adjustment will be made for accrued interest and unpaid interest, if any, on a converted SecurityNote. If the Company Issuer defaults in the payment of interest accrued and unpaid interest, if any, payable on such interest payment date, the Company Issuer shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, LYON a Holder must (a) complete and manually sign satisfy the requirements in paragraph 8 of the LYONx. Xxe date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures As soon as in effect from time to time. The Company will, on practicable after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and Company shall deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates a certificate for the number of full shares of Applicable StockCommon Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 14.3 of the Indenture. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, if any, and shall set forth such information in a certificate delivered to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodAgent. The Person or Persons entitled to receive in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security LYON on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such LYON shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityLYON, such person Person shall no longer be a Holder of such SecurityLYON. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable with respect to, any Common Stock issued upon except as provided in this Article Five. On conversion of a Security. If interest is then payable on LYON, that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 701) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 701, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) of the LYON through the Conversion Date with respect to the opening of business on such interest payment date converted LYON shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in an amount equal to lieu of fractional shares) in exchange for the interest payable on such interest payment date on the Securities LYON being surrendered for conversion, subject converted pursuant to the provisions hereof; and the fair market value of this Indenture relating such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the payment extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 701) accrued through the Conversion Date, and the balance, if any, of defaulted interest by such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a Issue Price of the LYON being converted Securitypursuant to the provisions hereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security LYON at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount total Principal Amount at Maturity of Securities convertedthe LYONx xxxverted. If the last day on which a LYON may be converted is a day other than a Business Day (a "Legal Holiday"), the LYON may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security LYON that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security LYON in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security LYON surrendered. If All shares of Common Stock delivered upon conversion of the last day on which Security may LYONx xxxll be converted is not a Business Day in a place where a Conversion Agent is locatednewly issued shares or treasury shares, the Securities may shall be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11adverse claim.

Conversion Procedure. To convert a SecurityDebenture into Common Stock, a Holder must (a) complete and manually sign satisfy the requirements in paragraph 8 of the Debentures. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time). The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 shall deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to no later than the seventh Business Day following the Conversion Agent or to such HolderDate, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates a certificate for the number of full shares of Applicable Stock, if any, Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodSection 1503. The Person or Persons entitled to receive in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a shareholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; providedPROVIDED, howeverHOWEVER, that no surrender of a Security Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, furtherPROVIDED FURTHER, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebenture, such person Person shall no longer be a Holder of such SecurityDebenture. Except as otherwise provided Holders may surrender a Debenture for conversion by means of book-entry delivery in Section 4.6, no accordance with paragraph 8 of the Debentures and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends or distributions on shares of Applicable any Common Stock issued upon except as provided in this Article Fifteen. On conversion of a Security. If interest is then payable on Debenture, that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 1601) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 1601, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Conversion Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable with respect to the Company converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in an amount equal full to the interest payable on Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such interest Common Stock (together with any cash payment date on in lieu of fractional shares of Common Stock) shall be treated as issued, to the Securities extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Debenture being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Securityhereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Debenture at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be computed based on the aggregate principal amount total Principal Amount at Maturity of Securities the Debentures converted. Upon surrender of a Security Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Debenture in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security Debenture surrendered. If the last day on which Security a Debenture may be converted is not a Business Day Legal Holiday in a place where a the Conversion Agent is located, the Securities Debenture may be surrendered to that such Conversion Agent on the next succeeding Business Day. Holders day that have already delivered is not a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Legal Holiday.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign satisfy the conversion notice on the back requirements set forth in Paragraph 6 of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2Notes. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") The first Business Day on which the Holder has complied satisfies all those requirements and delivers an irrevocable conversion notice together with such Holder’s Notes for conversion is the immediately preceding sentence of this Section 4.2conversion date (the “Conversion Date”). Anything herein to The Person in whose name the contrary notwithstanding, in the case of Global Securities, conversion notices certificate is registered shall be delivered and such Securities shall be surrendered for conversion in accordance with treated as a shareholder of record as of the Applicable Procedures as in effect from time to time. The Company will, Close of Business on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote in its entirety, such person Person shall no longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on with respect to, any shares of Applicable Common Stock issued upon except as provided in this Article 4. Upon conversion of a SecurityNote, that portion of accrued and unpaid interest (including Additional Interest), if any, through the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather, subject to the provisions in Paragraph 1 of the Notes, shall be deemed to be paid in full to the Holder thereof through delivery shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) for the Note being converted pursuant to the provisions hereof. The Company will not adjust the Conversion Rate to account for accrued interest, if any. Holders of Notes on the Close of Business on a regular Record Date will receive payment of interest on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the Close of Business on such regular Record Date. If interest is then payable the last day on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date Note may be converted is not a Business Day, the second such Note may be surrendered on the next succeeding Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Note at the same time, the number of shares of Applicable Common Stock issuable upon the conversion and the amount of any cash paid in lieu of fractional shares shall be based on the aggregate total principal amount of Securities the Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount to the unconverted portion of the Security Note surrendered. If , or in the last day on which Security may be converted is not case of a Business Day in a place where a Conversion Agent is locatedGlobal Note, the Securities may be surrendered Company shall instruct the Registrar to that Conversion Agent on decrease such Global Note by the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until principal amount of the Repurchase Notice or Fundamental Change Repurchase Notice, as converted portion of the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Note surrendered.

Conversion Procedure. To convert a SecuritySecurity (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required and (e) pay funds to required. The date on which the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice Holder satisfies all of those requirements is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which ;" provided no Conversion Date can occur after a Conversion Termination Date. As soon as practicable after the Conversion Date, the Company shall deliver to the Holder has complied with through a Conversion Agent a certificate for the immediately preceding sentence number of this whole shares of Common Stock issuable upon the conversion, the Additional Conversion Payment, the Make-Whole Payment, if any, and cash in lieu of any fractional shares pursuant to Section 4.24.4. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall may be delivered and such Securities shall may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecuritySecurity (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture) and beginning on the Conversion Date, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends or distributions on shares of Applicable Common Stock issued upon conversion of a SecuritySecurity (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture). If interest is then payable on the Securities, Securities so surrendered for conversion (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture) (in whole or in part) during the period from the close of business on any record date preceding any regular interest payment record date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, date (excluding Securities or if such interest payment date is not portions thereof called for redemption pursuant to the provisions of Article 3 of this Indenture or for which the Company has delivered a Business Day, the second such Business DayConversion Termination Notice pursuant to Section 4.2 of this Indenture) shall also be accompanied by payment in funds acceptable to the Company in of an amount equal to the interest payable on such interest payment date on the Securities principal amount of such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the CompanyCompany and Section 4.2 hereof. Except as otherwise provided in this Section 4.24.3, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment dateSubject to Section 4.2 hereof, the Company shall promptly repay such funds to such Holder. Nothing nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a an interest payment record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same timetime (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in partpart (to the extent that a Conversion Termination has not occurred pursuant to the provisions of Section 4.2 of this Indenture), the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. A Holder may convert a portion of a Security if the portion converted is in a $1,000 principal amount or an integral multiple of $1,000 in excess thereof. Provisions of this Section 12.3 that apply to conversion of all of a Security also apply to conversion of a portion of a Security. To convert a Security, a Holder must must, in the case of a Global Security, comply with the Applicable Procedures of the Depositary, and in the case of a Non-Global Security, (a1) complete and manually sign the form of irrevocable conversion notice on the back of the Security (or complete and manually sign a facsimile of the conversion notice such notice) and deliver such notice to a the Conversion Agent, (b2) surrender surrender, if a Non-Global Security, the Security to a the Conversion Agent, (c) and in any such case, furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) and pay any transfer or similar taxtaxes and all other taxes or duties, if required required. The first Business Day on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). As promptly as practicable on or after the Conversion Date, the Company shall issue and (e) pay funds deliver to the Company Holder, through the Conversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, and cash in an amount equal to the interest payable on the next interest payment date if required lieu of any fractional share determined pursuant to this Section 4.212.4 (other than in the case of Holders in book-entry form with the Depositary, which shares shall be delivered in accordance with the Depositary's Applicable Procedures). Such notice The Person in whose name the certificate is hereinafter referred to registered shall be treated as a "Notice stockholder of Conversion". A Security shall be deemed to have been converted record as of the close of business on the date (the "Conversion Date") on which the . Upon conversion of a Security in its entirety, such Person shall no longer be a Holder has complied with the immediately preceding sentence of this Section 4.2such Security. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the Applicable Procedures as in effect from foregoing provisions, and at such time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, rights of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder Holders of a Security surrendered for conversion, or such Holder's nominee or nomineesSecurities as Holders shall cease, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Common Stock as part of the applicable Conversion Settlement Distribution issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as Common Stock at such time. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the close of business legends required to be set forth on the applicable Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Date; providedAgent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock. In the case of any Security which is converted in part only, however, that no surrender of a Security on any date when the stock transfer books of upon such conversion the Company shall be closed execute and the Trustee shall be effective authenticate and deliver to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such dateHolder thereof, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books expense of the Company had not been closed. Upon conversion Company, a new Security or Securities of a Security, such person shall no longer be a Holder authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. Except If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as otherwise provided to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, registrar or transfer agent shall be required to register in Section 4.6a name other than that of the beneficial owner, no shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate. No payment or adjustment will be made for dividends on, or other distributions on with respect to, any shares of Applicable Common Stock issued upon except as provided in this Section. On conversion of a Security. If interest is then payable on , that portion of accrued and unpaid interest, if any, through the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date Conversion Date with respect to the opening of business on such interest payment date converted Security shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in an amount equal to lieu of fractional shares) for the interest payable on such interest payment date on the Securities Security being surrendered for conversion, subject converted pursuant to the provisions hereof; and the fair market value of this Indenture relating such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the payment of defaulted interest by the Company. Except as otherwise provided extent thereof, first in this Section 4.2, no payment or adjustment will be made exchange for accrued interest on a converted Securityand unpaid interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the principal amount of the Securities. The Company will not adjust the Conversion Rate to account for accrued interest, if any. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate total principal amount of the Securities, including any accrued and unpaid interest of the Securities converted. Upon surrender Except as provided in this paragraph, a Holder of Securities who converts on a date that is not an Interest Payment Date, shall not be entitled to receive any accrued and unpaid interest on any such Securities being converted. If a Holder is a holder of a Security that is on a Regular Record Date, including any Securities converted in partsubsequent to the Regular Record Date preceding an Interest Payment Date but prior to such Interest Payment Date, the Holder of such Securities at 5:00 p.m. New York City time on such Regular Record Date shall receive the interest payable on such Security on such Interest Payment Date notwithstanding the conversion thereof. Securities converted during the period from 5:00 p.m. New York City time on any Regular Record Date preceding any Interest Payment Date to 9:00 a.m. New York City time on such Interest Payment Date shall be accompanied by payment from converting Holders, for the account of the Company, of an amount equal to the interest payable on such Interest Payment Date on the Securities being surrendered for conversion; provided, however, a Holder will not be required to make such payment if it is converting a Security that the Company shall executehas called for redemption, or that the Holder is entitled to require the Company to repurchase from such Holder, if the conversion right would terminate because of the redemption or repurchase between the Regular Record Date and the Trustee shall authenticate and deliver to close of business on the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a second Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on following the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Interest Payment Date.

Conversion Procedure. To convert a Security, Security a Holder must (a) complete and manually sign satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which ). Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices that such Security shall be delivered and such Securities converted into shares of Common Stock, the Company shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 deliver to the Holder of a Security surrendered for conversionas soon as practicable, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to but in any event no later than the seventh Business Day following the Conversion Agent or to such HolderDate, or such Holder's nominee or nominees, certificates for in book-entry form the number of full shares of Applicable StockCommon Stock issuable upon the conversion and the Conversion Agent shall deliver to such Holder cash in lieu of any fractional share determined pursuant to Section 11.03. Except as provided in Section 11.01, if any, to which the Company shall have notified the Holder that such Holder Security shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stockpaid in cash, the Company shall issue deliver to the Holder surrendering such shares Security the amount of Applicable Stock cash payable with respect to such Security no later than the fifth Business Day following such Conversion Date. Except as soon as practicable after provided in Section 11.01, the expiration Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Cash Settlement Notice PeriodCompany has notified the Holder in accordance with this paragraph. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided Holders may surrender a Security for conversion by means of book entry delivery in Section 4.6, no accordance with paragraph 9 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on shares of Applicable any Common Stock issued upon except as provided in this Article XI. On conversion of a Security. If interest is then payable on , that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 12.01) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) of the Security through the Conversion Date with respect to the opening converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of business on such interest payment date shall the shares of Common Stock (except together with the cash payment, if any, in lieu of fractional shares) or of cash, as the case of Securities which have been called may be, in exchange for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities Security being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Securityhereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be computed based on the aggregate principal amount total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is not a Business Day Legal Holiday in a place where a the Conversion Agent is located, the Securities Security may be surrendered to that such Conversion Agent on the next succeeding Business Day. Holders day that have already delivered is not a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Legal Holiday.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign satisfy the requirements in paragraph 9 of the Notes. The date on which the Holder satisfies all of those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion DateCONVERSION DATE") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as As soon as practicable after the expiration Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Series D Preferred Stock (including fractional shares) issuable upon the Cash Settlement Notice Periodconversion. The Person or Persons entitled to receive in whose name the Applicable Stock as part certificate is registered shall become the stockholder of record on the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable StockDate and, as of the close of business on the applicable Conversion Datesuch date, such Person's rights as a Holder shall cease; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Applicable Series D Preferred Stock upon such conversion as the stockholder of record holder or holders of such shares of Applicable Series D Preferred Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Applicable Series D Preferred Stock as the stockholder of 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; providedprovided further, furtherhowever, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Note at the same time, the number of whole shares of Applicable Series D Preferred Stock issuable upon the conversion shall be based on the aggregate principal amount total Accreted Value of Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security Note equal in principal amount Accreted Value to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, Note a Holder must (a) complete and manually sign satisfy the requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures As soon as in effect from time to time. The Company will, on practicable after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and Company shall deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates a certificate for the number of full shares of Applicable Stock, if any, Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to which such Holder Section 7.3; and shall be entitled as part of such Conversion Settlement Distribution; provided, that if certify to the Conversion Settlement Distribution consists solely Agent and the Trustee the amount of shares of Applicable StockNotes (and related Holder) so converted, and shall certify that such conversion has been completed in compliance with the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Periodterms hereof. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record of AOL Time Warner on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company AOL Time Warner shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company AOL Time Warner had not been closed. Upon conversion of a SecurityNote, such person shall no not longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no payment Neither the Trustee nor Calculation Agent shall be under any duty or adjustment will be made for dividends obligation to verify or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by recalculate the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.'s

Conversion Procedure. To convert a Security, Security a Holder must (a) complete and manually sign -------------------- satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion ---------- Date") on which ). Within two Business Days following the Conversion Date, the Company ---- shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices that such Security shall be delivered and such Securities converted into shares Common Stock, the Company shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to no later than the seventh Business Day following the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates Date a certificate for the number of full shares of Applicable StockCommon Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 10.03. Except as provided in Section 10.01, if any, to which the Company shall have notified the Holder that such Holder Security shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stockpaid in cash, the Company shall issue deliver to the Holder surrendering such shares Security the amount of Applicable Stock cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as soon as practicable after provided in Section 10.01, the expiration Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Cash Settlement Notice PeriodCompany has notified the Holder in accordance with this paragraph. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, -------- ------- that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, provided further, that such conversion shall be at the Conversion Rate in effect -------- ------- on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided Holders may surrender a Security for conversion by means of book entry delivery in Section 4.6, no accordance with paragraph 8 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on shares of Applicable any Common Stock issued upon except as provided in this Article X. On conversion of a Security. If interest is then payable on , that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 12.01) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Conversion Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable with respect to the Company converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in an amount equal full to the interest payable on Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such interest Common Stock (together with any cash payment date on in lieu of fractional shares of Common Stock) shall be treated as issued, to the Securities extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Securityhereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be computed based on the aggregate principal amount total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is not a Business Day Legal Holiday in a place where a the Conversion Agent is located, the Securities Security may be surrendered to that such Conversion Agent on the next succeeding Business Day. Holders day that have already delivered is not a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Legal Holiday.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign satisfy the requirements in paragraph 10 of the Notes. The date on which the Holder satisfies all of those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") ). As promptly as practicable on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on or after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, Company shall issue and deliver to the Conversion Agent Trustee a certificate or to such Holder, or such Holder's nominee or nominees, certificates for the number of full whole shares of Applicable Stock, if any, Common Stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to which such Holder shall Section 5.3. Such certificate or certificates will be entitled as part of such Conversion Settlement Distribution; provided, that if sent by the Trustee to the Conversion Settlement Distribution consists solely of shares of Applicable Stock, Agent for delivery to the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodHolder. The Person or Persons entitled to receive in whose name the Applicable Stock as part certificate is registered shall become the stockholder of record on the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable StockDate and, as of such date, such Person's rights as a Holder with respect to the close of business on the applicable Conversion Dateconverted Note shall cease; provided, however, that that, except as otherwise provided in this Section 5.2, no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Applicable Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Applicable Common Stock as the stockholder of 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; provided, further, however, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on on, attributable to, shares of Applicable Common Stock issued upon conversion of a Security. If interest is then payable on the SecuritiesNote, Securities surrendered except that, if any Holder surrenders a Note for conversion during the period from after the close of business on any record date preceding any Regular Record Date for the payment of an installment of interest payment date and prior to the opening of business on the next succeeding Interest Payment Date, then, notwithstanding such conversion, accrued and unpaid interest payment date payable on such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Person who was the Holder of such Note (except in or one or more predecessor Notes) at the close of business on such Regular Record Date. In the case of Securities which have any Note surrendered for conversion after the close of business on a Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next succeeding Interest Payment Date, then, unless such Note has been called for redemption on a Redemption Date that occurs during the period beginning at the close of business redemption date or is to be repurchased on a record date Designated Event Payment Date after such Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding interest payment dateprior to such Interest Payment Date, or if such interest payment date is not a Business DayNote, the second such Business Day) when surrendered for conversion, must be accompanied by funds acceptable to the Company payment in an amount equal to the interest payable on such interest payment date Interest Payment Date on the Securities being surrendered for conversion, subject principal amount of such Note so converted. Holders of Common Stock issued upon conversion will not be entitled to the provisions receive any dividends payable to holders of this Indenture relating to the payment Common Stock as of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at record time before the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the SecuritiesConversion Date. If a Holder converts more than one Security Note at the same time, the number of whole shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate total principal amount of Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign satisfy the requirements in the Notes. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time). The Conversion Agent shall notify the Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined Date within one Business Day following the Conversion Date. Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Trustee, written notice of whether such Note shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 4.14 3.03 hereof. If the Company shall have notified the Holder that all of such Note shall be converted into shares of Common Stock, the Company shall deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to through the Conversion Agent or to such HolderAgent, or such Holder's nominee or nominees, certificates as promptly as practicable but in any event no later than the fifth Business Day following the Conversion Date a certificate for the number of full shares of Applicable StockCommon Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the last sentence in the third paragraph of Section 11.01 hereof, if any, to which the Company shall have notified the Holder that all or a portion of such Holder Note shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stockpaid in cash, the Company shall issue deliver to the Holder surrendering such Note the amount of cash payable with respect to such Note no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the last sentence in the third paragraph of Section 11.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Note once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the person in whose name the certificate representing such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion are registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable with respect to, any Common Stock issued upon except as provided in this Article 11. On conversion of a Security. If interest is then payable on the SecuritiesNote, Securities surrendered for conversion during that portion of accrued Original Issue Discount, cash interest, if any, Contingent Cash Interest, if any, attributable to the period from the close Issue Date of business on any record date preceding any interest payment date the Note through but not including the Conversion Date, with respect to the opening of business on such interest payment date converted Note shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in an amount equal to lieu of fractional shares) in exchange for the interest payable on such interest payment date on the Securities Note being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating hereof (except to the payment of defaulted interest by the Company. Except extent that semiannual and Contingent Cash Interest are paid in cash as otherwise provided in this Section 4.2the Notes); and such cash, no if any, and/or the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount, cash interest, if any, or adjustment Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest, as of such date, will be payable upon conversion of Notes made for accrued interest on a converted Securityconcurrently with or after acceleration of Notes following an Event of Default. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Note at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount total Principal Amount at Maturity of Securities the Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of in the conversion notice form attached hereto in Exhibit A and deliver such notice to a Conversion Agent, (b) if certificated, surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any amounts due pursuant to the third paragraph of this Section 5.2, including funds equal to accrued interest and Contingent Interest, if any, and any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment required. The date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with satisfies all of those requirements is the immediately preceding sentence “Conversion Date.” As soon as practicable after the Conversion Date, but no later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of this whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.25.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall may be delivered and such Securities shall may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends or distributions on shares of Applicable Common Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any record date preceding any regular interest payment record date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) Interest Payment Date shall also be accompanied by payment in immediately available funds acceptable to the Company in of an amount equal to the interest interest, including Contingent Interest, if any, payable on such interest payment date Interest Payment Date on the Securities principal amount of such Security then being surrendered for conversionconverted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company; provided, however, that no such payment by the Holder converting their Securities need be made (a) if the Company sets a Redemption Date that is after a regular interest payment record date but on or prior to the next Interest Payment Date, (b) if the Company has specified a Designated Event Purchase Date following a Designated Event that is after a regular interest payment record date but on or prior to the next Interest Payment Date or (c) to the extent of any overdue interest or overdue Contingent Interest, if any, exists at the time of conversion with respect to such Security. Except as otherwise provided in this Section 4.25.2, no payment or adjustment will be made for accrued interest interest, including Contingent Interest, if any, on a converted Security. If the Company defaults in the payment of interest interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such interest payment dateInterest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section 5.2 shall affect the right of a Holder in whose name any Security is registered at the close of business on a an interest payment record date to receive the interest interest, Contingent Interest, if any, and Liquidated Damages, if any, payable on such Security on the related interest payment date Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon As promptly as practicable following the surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, Security a Holder must (a) complete and manually sign satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "CONVERSION DATE"). Within two Business Days following the Conversion Date") on which , the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in Cash. If the Company shall have notified the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices that such Security shall be delivered and such Securities converted into shares of Common Stock, the Company shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to no later than the seventh Business Day following the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates Date a certificate for the number of full shares of Applicable StockCommon Stock issuable upon the conversion and Cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in Section 11.01 hereof, if any, to which the Company shall have notified the Holder that such Holder Security shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stockpaid in Cash, the Company shall issue deliver to the Holder surrendering such shares Security the amount of Applicable Stock Cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as soon as practicable after provided in Section 11.01 hereof, the expiration Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Cash Settlement Notice PeriodCompany has notified the Holder in accordance with this paragraph. The Person or Persons entitled to receive in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as the stockholder of record holder or holders of such Applicable Stock, as of on and after the close of business on the applicable Conversion Date; providedPROVIDED, howeverHOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions on shares of Applicable with respect to any Common Stock issued upon except as provided in this Article 11. On conversion of a Security. If interest is then payable on , that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised the option provided for conversion during in Section 12.01 hereof) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 12.01 hereof, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Conversion Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable with respect to the Company converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in an amount equal full to the interest payable on such interest payment date on Holder thereof through delivery of the Securities Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securitieshereof. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable or Cash paid upon the conversion shall be based on the aggregate principal amount total Principal Amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is not a Business Day Legal Holiday in a place where a Conversion Agent is located, the Securities Security may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders day that have already delivered it is not a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Legal Holiday.

Conversion Procedure. To Before Holder shall be entitled to convert a Securitythis Note into shares of Common Stock, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agentit shall surrender this Note, (b) surrender the Security to a Conversion Agentduly endorsed, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company (subject to Section 6(e) of the Note Purchase Agreement in an the case of loss, theft, destruction or mutilation of the Note) along with a written notice of the election to convert the same pursuant to this Section 8 and the name or names in which the certificate or certificates for the shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares to which Holder shall be entitled upon such conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which Holder is entitled upon such conversion under the terms of this Note, including a check payable to Holder for any cash amounts payable as described in Section 8(d), and if the Note is converted only in part, together with a replacement Note in a principal amount equal to the interest payable unconverted portion of the Note but otherwise in like tenor and dated the date of the original Note. The Company shall keep in its register of Notes a record of the number of shares into which any Note has been converted and the remaining principal balance (if any) on the next interest payment date if required pursuant to Note. Any conversion of this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security Note shall be deemed to have been converted as made simultaneously with the closing of the transactions contemplated by the Common Stock Purchase Agreement if conversion is conditioned upon such closing or, if otherwise converted, immediately prior to the close of business on the date (of the "Conversion Date") on which the Holder has complied with the immediately preceding sentence surrender of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nomineesNote, and (ii) issue, or cause to be issued, on and deliver to after such date the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders Holder of such shares and a purchaser of Applicable Stock on such date, but such surrender shares under the Note Purchase Agreement and shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied bound by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Note Purchase Agreement.

Conversion Procedure. To convert a Security, Security a Holder ----------------------------------- must (a) complete and manually sign satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures As soon as in effect from time to time. The Company will, on practicable after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and Company shall deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates a certificate for the number of full shares of Applicable Stock, if any, Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodSection 11.03. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable with respect to, any Common Stock issued upon except as provided in this Article 11. On conversion of a Security. If interest is then payable on , that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 10.01) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) of the Security through the Conversion Date with respect to the opening of business on such interest payment date converted Security shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in an amount equal to lieu of fractional shares) in exchange for the interest payable on such interest payment date on the Securities Security being surrendered for conversion, subject converted pursuant to the provisions hereof; and the fair market value of this Indenture relating such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the payment extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date, and the balance, if any, of defaulted interest by such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a Issue Price of the Security being converted Securitypursuant to the provisions hereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To Each conversion of shares of Series B Preferred Stock of the Company into shares of another class of Series B Preferred Stock of the Company shall be effected by the surrender of the certificate or certificates representing the shares to be converted (the "Converting Shares") at the principal office of the Company (or such other office or agency of the Company as the Company may designate by written notice to the holders of Series B Preferred Stock) at any time during its usual business hours, together with written notice by the holder of such Converting Shares, stating that such holder desires to convert the Converting Shares, or a Securitystated number of the shares represented by such certificate or certificates, into an equal number of shares of the class into which such shares may be converted (the "Converted Shares"). Such notice shall also state the name or names (with addresses) and denominations in which the certificate or certificates for Converted Shares are to be issued and shall include instructions for the delivery thereof. The Company shall promptly notify each Regulated Stockholder of its receipt of such notice. Promptly after such surrender and the receipt of such written notice, the Company will issue and deliver in accordance with the surrendering holder's instructions the certificate or certificates evidencing the Converted Shares issuable upon such conversion, and the Company will deliver to the converting holder a Holder must certificate (a) complete and manually sign the conversion notice which shall contain such legends as were set forth on the back of surrendered certificate or certificates) representing any shares which were represented by the Security certificate or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds certificates that were delivered to the Company in an amount equal connection with such conversion, but which were not converted. Such conversion, to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security extent permitted by law, shall be deemed to have been converted effected as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices such certificate or certificates shall be delivered have been surrendered and such Securities notice shall be surrendered for conversion in accordance with have been received by the Applicable Procedures as in effect from Company, and at such time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, rights of the Conversion Settlement Distribution determined pursuant to Section 4.14 to holder of the Holder of a Security surrendered for conversion, Converting Shares as such holder shall cease and the person or such Holder's nominee persons in whose name or nominees, and (ii) issue, names the certificate or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, Converted Shares are to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution issued upon such conversion shall be treated for all purposes as deemed to have become the record holder or holders of such Applicable Stock, as record of the close Converted Shares. Upon issuance of business on the shares in accordance with this Section 12(i)(iv), such Converted Shares shall be deemed to be duly authorized, validly issued, fully paid and non-assessable. The Company shall take all such actions as may be necessary to assure that all such shares of Series B Preferred Stock may be so issued without violation of any applicable Conversion Date; provided, however, that no surrender law or governmental regulation or any requirements of a Security on any date when the stock transfer books domestic securities exchange upon which shares of Series B Preferred Stock may be listed (except for official notice of issuance which will be immediately transmitted by the Company upon issuance). The Company shall not close its books against the transfer of shares of Series B Preferred Stock in any manner which would interfere with the timely conversion of any shares of Series B Preferred Stock. Notwithstanding any provision of this Section 12(i) to the contrary, each holder of Series B-2 Preferred Stock shall be closed entitled to convert shares of Series B-2 Preferred Stock in connection with any Conversion Event if such holder reasonably believes that such Conversion Event will be consummated, and a written request for conversion from any holder of Series B-2 Preferred Stock to the Company stating such holder's reasonable belief that a Conversion Event shall occur shall be effective conclusive and shall obligate the Company to constitute the person or persons entitled effect such conversion in a timely manner so as to receive enable each such holder to participate in such Conversion Event. The Company will not cancel the shares of Applicable Series B-2 Preferred Stock upon so converted before the 15th day following such conversion as Conversion Event and will reserve such shares until such 15th day for reissuance in compliance with the record holder or holders next sentence. If any shares of Series B-2 Preferred Stock are converted into shares of Series B-1 Preferred Stock in connection with a Conversion Event and such shares of Applicable Series B-1 Preferred Stock on are not actually distributed, disposed of or sold pursuant to such dateConversion Event, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Series B-1 Preferred Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a promptly converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at back into the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Series B-2 Preferred Stock.

Conversion Procedure. To convert a Security, Security a Holder must (a) complete and manually sign satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures As soon as in effect from time to time. The Company will, on practicable after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and Company shall deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nomineesthrough the Conversion Agent, certificates a certificate for the number of full shares of Applicable Stock, if any, Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodSection 11.03. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable with respect to, any Common Stock issued upon except as provided in this Article 11. On conversion of a Security. If interest is then payable on , that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 10.01) attributable to the period from the close Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the later of business (x) the date of such exercise and (y) the date on any record date preceding any which interest payment date was last paid) of the Security through but not including the Conversion Date and accrued semiannual and contingent interest with respect to the opening of business on such interest payment date converted Security shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in an amount equal to lieu of fractional shares) in exchange for the interest payable on such interest payment date on the Securities Security being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating hereof (except to the payment extent that interest in lieu of defaulted Original Issue Discount and semiannual and contingent interest by the Company. Except are paid in cash as otherwise provided in this paragraph 9 of the Securities); and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 4.210.01) accrued through the Conversion Date and accrued contingent interest, no payment or adjustment will and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be made treated as issued in exchange for accrued interest on a the Issue Price of the Security being converted Securitypursuant to the provisions hereof. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a Security, Security a Holder must (a) complete and manually sign satisfy the requirements set forth in the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which ). Within two Business Days following the Holder has complied with Conversion Date, the immediately preceding sentence of this Section 4.2. Anything herein Company shall deliver to the contrary notwithstandingHolder, in through the case Conversion Agent, written notice of Global Securities, conversion notices whether such Security shall be converted into shares of Common Stock or paid in cash, unless the Company shall have delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined notice previously pursuant to Section 4.14 3.03 hereof. If the Company shall have notified the Holder that all of such Security shall be converted into shares of Common Stock, the Company shall deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to through the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates no later than the fifth Business Day following the Conversion Date a certificate for the number of full shares of Applicable StockCommon Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the proviso in the third paragraph of Section 11.01 hereof, if any, to which the Company shall have notified the Holder that all or a portion of such Holder Security shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stockpaid in cash, the Company shall issue deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the proviso in the third paragraph of Section 11.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the Person in whose name the certificate representing such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such SecuritySecurity and such Security shall be cancelled and no longer Outstanding. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable with respect to, any Common Stock issued upon except as provided in this Article 11. On conversion of a Security. If interest is then payable on , that portion of accrued Original Issue Discount (or interest, if the Securities, Securities surrendered Issuer has exercised its option provided for conversion during in Section 10.01) attributable to the period from the close of business on any record date preceding any interest payment date to Issue Date (or, if the opening of business on such interest payment date shall (except Issuer has exercised the option provided for in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business DaySection 10.01, the second later of (x) the date of such Business Dayexercise and (y) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on which interest was last paid) through the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice Date with respect to a the converted Security may shall not surrender such Security for conversion until be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Repurchase Notice or Fundamental Change Repurchase Notice, as Holder thereof through delivery of the case may be, has been withdrawn in accordance Common Stock (together with the procedures set forth cash payment, if any, in Section 3.11.lieu of fractional shares) and cash, if any, in exchange

Conversion Procedure. To At any time prior to the payment of this Note in full, the holder of this Note may convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back all or any portion of the Security or facsimile outstanding principal and/or accrued interest amount of this Note (including any Accreted Principal Amount, PIK Amounts and Default PIK Amounts) into a number of Common Shares (excluding any fractional share) determined by dividing the principal and/or Accreted Principal Amount (including PIK Amounts and Default PIK Amounts) designated by such holder to be converted, by the Conversion Price (as specified in Section 6.2 below) then in effect. For the avoidance of doubt, the holder of this Note shall be entitled to receive, upon conversion notice and deliver such notice to a Conversion Agentof this Note, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount Common Shares equal to the interest payable on sum of (x) the next interest payment date if required pursuant to principal amount being converted (including any PIK Amounts and Default PIK Amounts) divided by the Conversion Price then in effect (as adjusted for any stock dividends, stock splits or Organic Change described in Section 6.5 below). Except as otherwise expressly provided herein, each conversion of this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security Note shall be deemed to have been converted effected as of the close of business on the date on which this Note has been surrendered for conversion at the principal office of the Company (such date, the "Conversion Date") on which ). At such time as such conversion has been effected, the Holder has complied with rights of the immediately preceding sentence holder of this Section 4.2. Anything herein Note as such holder to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, extent of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nomineesconversion shall cease, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled in whose name or names any certificate or certificates for Common Shares are to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution be issued upon such conversion shall be treated for all purposes as deemed to have become the record holder or holders of record of the Common Shares represented thereby. Notwithstanding anything herein to the contrary, the Company may not issue, upon conversion of this Note, a number of Common Shares which, when aggregated with any Common Shares issued to the Purchaser on or after the date hereof and prior to such Applicable StockConversion Date in connection with any notes issued by the Company pursuant to (i) the Credit Agreement, (ii) that certain convertible promissory note dated August 3, 2009, 2009 in the principal amount of $3,000,000 and (iii) that certain second amended and restated convertible promissory note dated August 3, 2009 in the principal amount of $7,171,441, would exceed 19.99% of the Company's issued and outstanding Common Shares as of the close date of issuance of such Common Shares (such number of shares, the "Issuable Maximum"), if such issuance would be in violation of applicable Nasdaq Marketplace Rules (or any other exchange on which the Common Shares are then listed). As soon as possible after a conversion has been effected (but in any event within five (5) business on days of the applicable Conversion Date), the Company shall deliver to the converting holder: a certificate or certificates representing the number of Common Shares (excluding any fractional share) issuable by reason of such conversion (including any Accreted Principal Amount, PIK Amounts, Default PIK Amounts and Make-Whole Amount) in such name or names and such denomination or denominations as the converting holder has specified; such number of Common Shares as shall be determined by dividing (x) the Accreted Principal Amount (plus any PIK Amount and Default PIK Amounts) with respect to the principal amount converted, plus the amount payable under subsection (e) below, by (y) the Conversion Price; and a new Note representing any portion of the principal amount which was represented by the Note surrendered to the Company in connection with such conversion but which was not converted or which could not be converted because it would have required the issuance of a fractional share of Common Shares; provided, however, that no surrender for purposes of a Security on any date when the stock transfer books of this Section 6.1(d), the Company shall only be closed shall be effective to constitute the person or persons entitled to receive deliver Common Shares to the shares of Applicable Stock upon converting holder if such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall Common Shares would not be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books excess of the Company had not been closedIssuable Maximum or otherwise cause the converting holder to exceed the Beneficial Ownership Limitation. Upon conversion If any fractional share of a SecurityCommon Shares would, such person shall no longer except for the provisions hereof, be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued deliverable upon conversion of a Security. If interest is then payable on this Note, the SecuritiesCompany, Securities surrendered for conversion during the period from the close in lieu of business on any record date preceding any interest payment date to the opening of business on delivering such interest payment date fractional share, shall (except in the case event the conversion is being consummated in connection with repayment in full of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment dateNote, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company pay in cash an amount equal to the interest payable on Market Price of such interest payment fractional share as of the date on the Securities being surrendered of such conversion. The issuance of certificates for conversion, subject Common Shares upon conversion of this Note shall be made without charge to the provisions holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Common Shares. Upon conversion of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment dateNote, the Company shall promptly repay take all such funds actions as are necessary in order to insure that the Common Shares issuable with respect to such Holderconversion shall be validly issued, fully paid and nonassessable. Nothing The Company shall not close its books against the transfer of Common Shares issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Section Note. The Company shall affect not effect any conversion of this Note, and the holder shall not have the right to convert any portion of a Holder in whose name any Security is registered at this Note, to the close of business on a record date extent that after giving effect to receive the interest payable on such Security conversion set forth on the related interest payment date in accordance applicable Notice of Conversion, the holder (together with such holder's affiliates, and any other person or entity acting as a group together with the terms holder or any of this Indenture and its affiliates) would beneficially own in excess of the SecuritiesBeneficial Ownership Limitation (as defined below). If a Holder converts more than one Security at For purposes of the same timeforegoing sentence, the number of shares of Applicable Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion shall be based on of the aggregate remaining, unconverted principal amount of this Note beneficially owned by the holder or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.1(h), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities convertedExchange Act of 1934 and the rules and regulations promulgated thereunder. Upon surrender To the extent that the limitation contained in this Section 6.1(h) applies, the determination of whether this Note is convertible (in relation to other securities owned by the holder together with any affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the holder, and the submission of a Security Notice of Conversion shall be deemed to be the holder's determination of whether this Note may be converted (in relation to other securities owned by the holder together with its affiliates) and which principal amount of this Note is convertible, in each case subject to such aggregate percentage limitations. To ensure compliance with this restriction, the holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that is converted such Notice of Conversion has not violated the restrictions set forth in partthis paragraph, and the Company shall executehave no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any "group" status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the Trustee shall authenticate rules and deliver to regulations promulgated thereunder. For purposes of this Section 6.1(h), in determining the Holdernumber of outstanding shares of Common Stock, a new Security equal the holder may rely on the number of outstanding shares of Common Stock as stated in principal amount to the unconverted portion most recent of the Security surrendered. If following: (A) the last day Company's most recent Quarterly Report on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent Form 10-Q or Annual Report on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase NoticeForm 10-K, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the holder, has been withdrawn the Company shall within two Trading Days confirm orally and in accordance with writing to the procedures set forth holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note (or other shares of Common Stock issuable upon conversion of other convertible notes issued by the Company to the Purchaser) held by the holder. The limitations contained in Section 3.11this paragraph shall apply to a successor holder of this Note.

Conversion Procedure. To convert a Security, Security a Holder --------------------- must (a) complete and manually sign satisfy the requirements in para graph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which ). Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices that such Security shall be delivered and such Securities converted into shares Common Stock, the Company shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to no later than the seventh Business Day following the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates Date a certificate for the number of full shares of Applicable StockCommon Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 13.03. Except as provided in Section 13.01, if any, to which the Company shall have notified the Holder that such Holder Security shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stockpaid in cash, the Company shall issue deliver to the Holder surrendering such shares Security the amount of Applicable Stock cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as soon as practicable after provided in Section 13.01, the expiration Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Cash Settlement Notice PeriodCompany has notified the Holder in accordance with this paragraph. The Person or Persons entitled to receive person in whose name the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion certificate is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock stork transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, provided further that such conversion shall ---------------- be at the Conversion Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided Holders may surrender a Security for conversion by means of book entry delivery in Section 4.6, no accordance with paragraph 9 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends or distributions on shares of Applicable any Common Stock issued upon except as provided in this Article XIII. On conversion of a Security. If , that portion of accrued Original Issue Discount or (except as provided below) accrued cash interest is then payable on the Securities, Securities surrendered for conversion during attributable to the period from the close of business Issue Date (or, the date on any record date preceding any which interest payment date was last paid) to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Conversion Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable with respect to the Company converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in an amount equal full to the Holder thereof through delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount and cash interest payable on accrued through the Conversion Date, and the balance, if any, of such interest payment date on fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Securities Issue Price of the Security being surrendered for conversion, subject converted pursuant to the provisions of this Indenture relating to hereof. Notwith standing the payment of defaulted foregoing accrued but unpaid interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be payable upon conversion of Securities made for accrued interest on a converted Securityconcurrently with or after acceleration of the Securities following an Event of Default. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be computed based on the aggregate principal amount total Principal Amount of the Securities converted. Upon surrender of a Security that is converted convened in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security surrendered. If the last day on which a Security may be converted is not a Business Day Legal Holiday in a place where a the Conversion Agent is located, the Securities Security may be surrendered to that such Conversion Agent on the next succeeding Business Day. Holders day that have already delivered is not a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11Legal Holiday.

Conversion Procedure. (A) To convert a Security, a Holder must (a) complete and manually sign satisfy the conversion notice on the back requirements of paragraph 10 of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2Securities. Such notice is hereinafter referred to As soon as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on practicable following the date (the "“Conversion Date"”) on which the Holder has complied with satisfies all those requirements, the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices Company shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 deliver to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to through the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates a certificate for the number of full shares of Applicable StockCommon Stock issuable upon the conversion, if anyas provided in paragraph 10 of the Securities, to which such Holder shall be entitled as part and a check for the amount of such Conversion Settlement Distributioncash payable in lieu of any fractional share; provided, however, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, any Make-Whole Consideration payable pursuant to Section 10.16 shall be delivered by the Company shall issue such shares of Applicable Stock as soon as practicable after within the expiration of the Cash Settlement Notice Periodtime period specified in Section 10.16(D). The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of Immediately before the close of business on the applicable Conversion Date; provided, howeverand thereafter, that no surrender the person in whose name such certificate is to be registered shall be treated as a stockholder of a Security on any date when the stock transfer books record of the Company Company, and all rights of the Holder of the Security to be converted shall be closed shall be effective to constitute terminate, other than the person or persons entitled right to receive the shares of Applicable Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled to any rights of a holder of Common Stock, as such, until such Holder has converted its Securities into shares of Common Stock, or is deemed to be a stockholder of record of the Company, as provided in this Section 10.02(A), and then only to the extent such Securities are deemed to have been so converted or such Holder is so deemed to be a stockholder of record. If a Security is duly surrendered for conversion in accordance herewith, the Company shall have fully satisfied its obligations with respect to such Security once the Company shall have duly delivered, in accordance herewith, both (i) the shares of Common Stock, together with any cash payment for fractional shares, due hereunder upon such conversion; and (ii) if such Security shall have been surrendered for conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at after the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any for the payment pursuant hereto of an installment of interest payment date to but before the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding related interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions installment of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11interest.

Conversion Procedure. To convert a Securitythe Note, a the Holder must (a1) complete and sign a notice of election to convert substantially in the form attached hereto (or complete and manually sign the conversion notice on the back of the Security or a facsimile of the conversion notice thereof) and deliver such notice to a Conversion AgentCompany, (b2) surrender the Security Note to a Conversion AgentCompany, (c3) furnish appropriate endorsements and or transfer documents if required by a Registrar or a Conversion Agent, Company and (d4) pay any transfer or similar tax, if required and (e) pay funds to the by Company in an amount equal to accordance with Section 9.4 hereof. The date on which the interest payable on Holder satisfies all of those requirements is the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the conversion date (the "Conversion Date") ). As promptly as practicable on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on or after the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, Company shall issue and deliver to the Conversion Agent Holder a certificate or to such Holder, or such Holder's nominee or nominees, certificates for the number of full whole shares of Applicable Stock, if any, Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice PeriodSection 9.3. The Person or Persons entitled to receive in whose name the Applicable Stock as part certificate is registered shall become the stockholder of record on the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable StockDate and, as of such date, such Person's rights as a holder of a Note with respect to the close of business on the applicable Conversion Dateconverted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that that, except as otherwise provided in this Section 9.2, no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Person entitled to receive the shares of Applicable Stock Class A common stock upon such conversion as the stockholder of record holder or holders of such shares of Applicable Stock Class A common stock on such date, but such surrender shall be effective to constitute the person or persons Person entitled to receive such shares of Applicable Stock Class A common stock as the stockholder of 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; providedprovided further, furtherhowever, that such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Applicable Stock Class A common stock issued upon conversion of a Security. If interest is then payable on Note, except that, if the Securities, Securities surrendered Holder surrenders the Note for conversion during the period from after the close of business on any record date preceding any for the payment of an installment of interest payment date and prior to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if then, notwithstanding such interest payment date is not a Business Dayconversion, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the accrued and unpaid interest payable on the Note on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will shall be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable paid on such interest payment date, date to the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect person who was the right holder of a Holder in whose name any Security is registered the Note (or one or more predecessor Notes) at the close of business on a such record date date. Holders of Class A common stock issued upon conversion will not be entitled to receive any dividends payable to holders of Class A common stock as of any record time before the interest payable on such Security close of business on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities convertedConversion Date. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver issue to the Holder, Holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a SecurityIf this Note is converted pursuant to Section 4(a) or 4(b), a the Holder must (a) complete and manually sign the conversion shall give written notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company and Parent notifying the Company and Parent of its election to convert this Note and specifying the aggregate amount of the unpaid principal amount of this Note and any accrued but unpaid interest and any other amounts payable under this Note that the Holder elects to convert. Before the Holder shall be entitled to convert this Note, the Holder shall surrender this Note at the Company’s principal executive office, or, if this Note has been lost, stolen, destroyed or mutilated, then, in the case of loss, theft or destruction, the Holder shall deliver an amount equal indemnity agreement reasonably satisfactory in form and substance to the interest payable on Company (without the next interest payment date if requirement of a bond) or, in the case of mutilation, the Holder shall surrender and cancel this Note. At the request of the Company, Parent shall, as soon as practicable thereafter, issue and deliver to the Company a certificate or certificates for the number of shares to which the Holder shall be entitled upon such conversion, and the Company promptly thereafter shall transfer to such Holder at the address indicated in the Holder’s notice of its election to convert this Note a certificate or certificates for the number of shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required pursuant by applicable state and federal securities laws in the opinion of counsel to this Section 4.2the Company). Such notice is hereinafter referred to as a "Notice of Conversion". A Security conversion shall be deemed to have been converted as of made immediately prior to the close of business on the date (of the "Conversion Date") on which the Holder has complied with the immediately preceding sentence surrender of this Section 4.2. Anything herein to Note or the contrary notwithstanding, in the case delivery of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to timean indemnity agreement. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, person or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons persons entitled to receive from the Applicable Stock as part of Company the applicable Conversion Settlement Distribution securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock securities on such date. If a portion of the outstanding principal amount of this Note is converted pursuant to Section 4(b), but such surrender a new Note shall promptly be delivered to the Holder for the unconverted balance of the principal amount of this Note and shall be effective identical (other than with respect to constitute the person or persons entitled principal amount) as to receive such shares all of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a SecurityNote, a Holder must (a) complete and manually sign satisfy the conversion notice on the back requirements in Paragraph 8 of the Security or facsimile of Notes. The first Business Day on which the Holder satisfies all those requirements and submits such Holder’s Notes for conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as the “Conversion Date”. As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the transfer agent for the Common Shares, a "Notice certificate for, or a beneficial interest in a global certificate representing, the number of Conversion"Common Shares issuable upon the conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 12.3. A Security The Company and the Guarantor shall be deemed take all necessary actions to have been converted ensure that the Person in whose name the certificate is registered is entered into the Guarantor’s share register as a shareholder of record as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2, or as soon thereafter as is possible. Anything herein to the contrary notwithstanding, in the case of Global Securities, Upon conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of by a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate Note in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Securityits entirety, such person shall no longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable Stock issued upon with respect to, any Common Shares except as provided in this Article XII. Upon conversion of a SecurityNote, except as provided below with respect to interest payable on Notes or portions thereof converted after a Record Date, that portion of accrued and unpaid interest on the converted Notes attributable to the period from the most recent Interest Payment Date through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through issuance and delivery of the Common Shares (together with the cash payment, if any, in lieu of fractional shares) for the Note being converted pursuant to the provisions hereof. The Company will not adjust the Conversion Rate to account for accrued interest, if any. If interest is then payable the Holder converts more than one Note at the same time, the number of Common Shares issuable upon the conversion shall be based on the Securities, Securities total principal amount of the Notes converted. The Notes or portions thereof surrendered for conversion during the period from the close of business on any record date preceding any interest payment date Record Date to the opening of business on the date on which such interest payment date is payable shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by payment to the Company or its order, in funds acceptable to the Company in Company, of an amount equal to the interest payable on such interest payment date Interest Payment Date on the Securities principal amount of the Notes or portions thereof being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable last day on such interest payment datewhich a Note may be converted is a Legal Holiday, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security Note may be surrendered on the related interest payment date in accordance with the terms of this Indenture and the Securities. If next succeeding day that is not a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities convertedLegal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To The right to convert any Note may be exercised, if such Note is represented by a SecurityGlobal Note, by book-entry transfer to the Conversion Agent (which initially shall be the Trustee) through the facilities of the Depositary in accordance with the applicable procedures or, if such Note is represented by a Holder must certificated Note, by delivery of such Note at the specified office of the Conversion Agent, accompanied, in either case, by (a) complete a completed and manually sign duly signed Conversion Notice, in the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to form attached hereto as Exhibit D, (a “Conversion Agent, Notice”); (b) surrender if the Security Note is represented by a certificated Note and such certificated Note has been lost, stolen, destroyed or mutilated, a notice to a the Conversion AgentAgent in accordance with Section 307 regarding the loss, theft, destruction or mutilation of the Note; (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a the Conversion Agent, ; and (d) pay payment of any tax or duty, in accordance with Section 1404, which may be payable in respect of any transfer involving the issue or similar taxdelivery of the Class A Common Stock in the name of a Person other than the Holder of the Note. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if required all such requirements shall have been satisfied by 11:00 a.m., New York City time, on such day, and (e) pay funds in all other cases, the Conversion Date shall be the next succeeding Business Day; however, if a Holder surrenders for conversion a Note at any time after the 25th scheduled Trading Day prior to the Company in an amount equal to Stated Maturity Date, the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security Conversion Date shall be deemed to have be the Business Day immediately preceding the Stated Maturity Date. On the third Business Day following the last day of the related Conversion Period, subject to Section 1405, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Class A Common Stock (or the other form of consideration into which the Class A Common Stock has been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied in connection with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitledTransforming Transaction), if any, issuable upon the conversion and Cash (including Cash in lieu of the Conversion Settlement Distribution determined any fractional shares pursuant to Section 4.14 to 1403). The person in whose name the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause Class A Common Stock certificate is registered shall be deemed to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number a stockholder of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Class A Common Stock upon such conversion as the record holder Holder or holders Holders of such shares of Applicable Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Class A Common Stock as the record holder Holder or holders Holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate Price in effect for the 20 Trading Days beginning on the third Trading Day immediately following the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person shall no longer be a Holder of such SecurityNote. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends or distributions on shares of Applicable Class A Common Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities convertedNote. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee Trustee, upon receipt of an Officers’ Certificate and Opinion of Counsel, shall authenticate and deliver to the Holder, a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert a SecurityConvertible Note, a Holder must (a) complete and manually sign the a conversion notice on in substantially the back form included in the form of the Security or facsimile of the conversion notice Convertible Notes set forth in Exhibit A hereto and deliver such notice to a the Conversion AgentAgent at its own expense, (b) surrender the Security Convertible Note to a the Conversion AgentAgent duly endorsed or assigned to the Company or in blank, (c) furnish appropriate endorsements and transfer documents (if any) required by a the Registrar or a the Conversion Agent, and (d) pay any required transfer or similar tax, if tax and make any other required and (e) pay funds to payment. The date on which the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice Holder satisfies all of those requirements is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which ." Immediately following deposit of a Convertible Note and conversion notice and payment by the converting Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion any required amount in accordance with the Applicable Procedures as in effect from time to time. The Company willSection 13.2, on the Conversion Settlement Date, Agent shall (i) pay verify that the cash component (including cash conversion notice has been duly completed in lieu accordance with its terms and purports to have been signed by or on behalf of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, Convertible Note named therein and (ii) issue, or cause to be issued, set out in the conversion notice (A) the deposit date and deliver to the Conversion Agent or to such HolderDate in respect of the deposited Convertible Note, or such Holder's nominee or nominees, certificates for (B) the Conversion Price on Conversion Date and (C) the number of full shares Ordinary Shares or ADSs issuable upon conversion of Applicable Stocksuch deposited Convertible Note. The Conversion Agent shall reject such deposited Convertible Note if the conversion notice in respect of which has not been duly completed in accordance with its terms or does not purport to have been signed by or on behalf of the Holder of such Convertible Note named therein. The Conversion Agent shall send by facsimile to the Company a copy of the conversion notice as soon as practicable, if anybut in any event no later than two Business Days, following such verification, and shall send by post, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock the original conversion notice as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon following any such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders of such shares of Applicable Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied request by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Companywriting. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right On deposit of a Convertible Note and a conversion notice (and payment by a converting Holder in whose name of any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date required amount) in accordance with Section 13.3, the terms of this Indenture Convertible Note and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, Conversion Notice so deposited and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.any

Conversion Procedure. To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice If this Note is to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been automatically converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 6.02, the Issuer shall deliver written notice to the Holder Holders specifying the applicable number of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause Conversion Shares to be issued, the Equity Value of the Issuer, the date on which such conversion is expected to occur and deliver calling upon the Holders to surrender to the Conversion Agent Issuer, in the manner and place so designated, the Notes. Such notice shall be delivered at least five (5) Business Days prior to the expected date of conversion and no more than 60 days prior to the expected date of conversion. A conversion pursuant to Section 6.01 may be effected by the Holder upon the surrender to the Issuer at the principal office of the Issuer of the Note, duly endorsed or assigned to the Issuer or in blank, accompanied by notice to the Issuer that the Holder elects to convert the Original Issue Price of the indebtedness evidenced by such HolderNote or, if less than the entire Original Issue Price of the Note is to be converted, the portion thereof to be converted, and specifying the name or such Holder's nominee names in which the Holder wishes the certificate or nominees, certificates for the number Common Stock to be issued. In case such notice shall specify a name or names other than that of full shares of Applicable Stockthe Holder, if any, to which such Holder notice shall be entitled as part accompanied by payment of such Conversion Settlement Distribution; provided, that if all transfer taxes payable upon the Conversion Settlement Distribution consists solely issuance of shares of Applicable StockCommon Stock in such name or names. Other than such Taxes, the Company shall Issuer will pay any and all issue such and other Taxes (other than Taxes based on income) that may be payable in respect of any issue or delivery of shares of Applicable Common Stock as soon as practicable after the expiration on conversion of the Cash Settlement Notice Perioda Note. The Person No payment or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion adjustment shall be treated for all purposes as the record holder made upon any conversion of a Note on account of any dividends or holders of such Applicable Stock, as of the close of business other distributions payable on the applicable Conversion DateShares; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company Holder shall be closed shall be effective to constitute the person or persons entitled to receive the shares full amount of Applicable Stock upon such conversion as the record holder any dividends or holders of such shares of Applicable Stock on such date, but such surrender shall be effective other distributions declared with respect to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall Shares (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Dayi) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security conversion pursuant to Section 6.01 with a record date on or after the effective date of such conversion or (ii) with respect to a conversion pursuant to Section 6.02, on or after the date the Issuer delivers notice of such conversion. A Holder’s notice to convert with respect to any optional conversion under Section 6.01 may not surrender be subject to one or more conditions, including agreement upon in the calculation of Equity Value pursuant to clauses (b) and (c) below (any such Security for conversion until condition, the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11“Holder’s Equity Value Condition”).

Conversion Procedure. To convert a Security, Note a Holder must (a) complete -------------------- satisfy the requirements set forth herein and manually sign in the Notes. The date on which the Holder satisfies all those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures Except as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stockprovided below, the Company shall issue such shares of Applicable Stock deliver to the Holder through the Conversion Agent as soon as practicable after the expiration Conversion Date a certificate for the number of Shares issuable upon the Cash Settlement Notice Periodconversion and cash in lieu of any fractional Share determined pursuant to Section 11.03. If the Company shall have notified the Holder that all of such Note shall be converted into Shares, the Company shall deliver to the Holder through the Conversion Agent no later than the fifth Business Day following the Conversion Date a certificate for the number of Shares issuable upon the conversion and cash in lieu of any fractional Share determined pursuant to Section 11.03. The Company shall deliver to the Holder surrendering such Note, together with a certificate for the number of Shares issuable upon the conversion the amount of cash payable in lieu of any fractional Share determined pursuant to Section 11.03. The Person or Persons entitled to receive in whose name the Applicable Stock as part of certificate representing the applicable Conversion Settlement Distribution Shares issuable upon such conversion is registered shall be treated for all purposes as a stockholder of record on and after the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Stock Shares upon such conversion as the record holder or holders of such shares of Applicable Stock Shares on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Stock Shares 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; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such SecurityNote and such Note shall be cancelled and no longer Outstanding. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable Stock issued upon with respect to, any Shares except as provided in this Article 11. On conversion of a Security. If interest is then payable on the SecuritiesNote, Securities surrendered for conversion during that portion of accrued Original Issue Discount attributable to the period from the close of business on any record date preceding any interest payment date Issue Date through the Conversion Date with respect to the opening of business on such interest payment date converted Note shall (except not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable full to the Company Holder thereof through delivery of the Shares (together with the cash payment, if any, in an amount equal to lieu of fractional Shares) in exchange for the interest payable on such interest payment date on the Securities Note being surrendered for conversion, subject converted pursuant to the provisions hereof; and the fair market value of this Indenture relating such Shares (together with any such cash payment in lieu of fractional Shares) shall be treated as delivered pro rata, to the payment extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of defaulted interest by the Companyfair market value of such Shares shall be treated as delivered in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Except as otherwise provided in this Section 4.2As of the Conversion Date, no payment or adjustment will be made for accrued interest Contingent Interest, if any, and Liquidated Damages, if any, shall cease to accrue on a converted Securitysuch Note. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security Note at the same time, the number of shares Shares issuable or the amount of Applicable Stock issuable cash paid upon the conversion shall be based on the aggregate principal amount total Principal Amount at Maturity of Securities the Notes converted. If the last day on which a Note may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Note may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To In order to exercise the conversion privilege, the Lender must provide written notice to the Borrower stating (i) that the Lender elects to convert the Loan, or any portion thereof, to Shares, and (ii) the name or names (with addresses) in which the certificates for the Shares issuable on such conversion will be issued. The Lender may only require the Borrower to issue Shares to a Securityperson or persons other than the Lender upon a conversion of the Loan, or any portion thereof, if such issuance is permitted under applicable securities legislation. If any of the Shares to be issued hereunder are to be issued to a person or persons other than the Lender such request will be accompanied by payment to the Borrower of any tax which may be payable by reason of the transfer and if requested by the Borrower, a Holder must legal opinion acceptable to the Borrower acting reasonably stating that such issuance is permitted under applicable securities legislation. The written notice of conversion of the Loan, or any portion thereof, to the Borrower will be deemed to constitute a contract between the Lender and the Borrower whereby: (ai) complete the Lender subscribes for the number of Shares which it will be entitled to receive on such conversion; (ii) the Lender releases the Borrower from all liability thereon or from all liability with respect to that portion of the Loan thereof to be converted, as the case may be; and manually sign (iii) the Borrower agrees that the conversion notice on the back of the Security Loan, or facsimile any portion thereof so converted, constitutes full payment of the subscription price for the Shares issuable upon such conversion. As promptly as is practicable after the delivery of the written notice of conversion notice the Borrower will issue or cause to be issued and deliver such notice or cause to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds be delivered to the Company Lender, or on its written order, a certificate or certificates in an amount equal to the interest payable on name or names of the next interest payment date if required pursuant to person or persons specified in accordance with this Section 4.22 of this Schedule for the number of Shares deliverable upon the conversion of the Loan, or any portion thereof. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall This conversion will be deemed to have been converted as of effected immediately prior to the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, delivery of the Conversion Settlement Distribution determined pursuant written notice of conversion and at such time the rights of the Lender to Section 4.14 to be paid the Holder of a Security surrendered for conversionLoan, or such Holder's nominee any portion thereof so converted, will cease and the person or nominees, and (ii) issue, persons in whose name or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, names any certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall Shares will be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution deliverable upon such conversion shall will be treated for all purposes as deemed to have become on such date the record holder or holders of such Applicable Stock, as record of the close of business on the applicable Conversion DateShares represented thereby; provided, however, that no such surrender of a Security on any date when the stock share transfer books of registers for the Company shall be Shares are closed shall will be effective to constitute the person or persons entitled to receive the shares of Applicable Stock Shares upon such conversion as the record holder or holders of record of such shares of Applicable Stock Shares on such date, but such surrender shall will be effective to constitute the person or persons entitled to receive such shares of Applicable Stock Shares as the record holder or holders of record thereof for all purposes at the close of business on the next succeeding day on which such stock share transfer books registers are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.

Conversion Procedure. To convert In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a Securitycopy to the Transfer Agent, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security Conversion in the form attached hereto as Annex V, which shall be deemed to have been converted as satisfy all requirements of the close Statement of business on the date Rights (the a "Conversion DateNotice"). As set forth in Section 7(c)(3) on which the Holder has complied with the immediately preceding sentence of this Section 4.2. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder Statement of a Security surrendered for conversionRights, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares Common Shares to be issued in connection with a particular conversion of Applicable StockPreferred Shares is, if anyabsent manifest error, to which such Holder shall be entitled as part conclusively the number of such Common Shares stated in the applicable Conversion Settlement Distribution; provided, Notice. If in connection with a particular conversion of Preferred Shares the Company determines that if manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Settlement Distribution consists solely of shares of Applicable StockNotice, the Company shall issue such shares of Applicable Stock as soon as practicable after have the expiration of right immediately to notify the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record converting holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of error (with a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Stock upon such conversion as the record holder or holders copy of such shares notice given to the Transfer Agent by facsimile), which notice shall state the number of Applicable Stock on Common Shares in dispute, and, notwithstanding such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no payment or adjustment will be made for dividends or distributions on shares of Applicable Stock issued upon conversion of a Security. If interest is then payable on the Securities, Securities surrendered for conversion during the period notice from the close Company, shall direct the Transfer Agent to issue and deliver the number of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall (except Common Shares not in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date dispute as and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) be accompanied by funds acceptable to the Company in an amount equal to the interest payable on such interest payment date on the Securities being surrendered for conversion, subject to the provisions of this Indenture relating to the payment of defaulted interest when required by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted SecurityStatement of Rights. If the Company defaults in shall have notified the payment Transfer Agent of interest payable on any such interest payment dateerror, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security shall, on the related interest payment date in accordance with such notice is given, submit the terms dispute to Deloitte & Touche LLP or another firm of this Indenture independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Securities. If a Holder converts more than one Security at Auditors to resolve such dispute and to notify the same timeCompany, the number of shares of Applicable Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall executeTransfer Agent, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion converting holder of the Security surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase NoticePreferred Shares, as the case may be, has been withdrawn in accordance within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the procedures set forth Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided in Section 3.11the Statement of Rights.

Conversion Procedure. To convert a Security2020 Debenture, a Holder must (a) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice 2020 Debenture and deliver such notice to a Conversion Agent, (b) surrender the Security 2020 Debenture to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Security Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required and (e) pay funds to required. The date on which the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice Holder satisfies all of those requirements is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which ." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder has complied with through a Conversion Agent a certificate for the immediately preceding sentence number of this whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.211.03. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall may be delivered and such Securities shall 2020 Debentures may be surrendered for conversion in accordance with the Applicable Procedures applicable procedures of the Depositary as in effect from time to time. The Company will, Person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as soon as practicable after the expiration of the Cash Settlement Notice Period. The Person or Persons entitled to receive the Applicable Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable Stock, as of the close of business on the applicable Conversion Date; providedPROVIDED, howeverHOWEVER, that no surrender of a Security 2020 Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Applicable Common Stock upon such conversion as the record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Applicable Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; providedPROVIDED FURTHER, furtherHOWEVER, that such conversion shall be at the Conversion Rate in effect on the Conversion Date date that such 2020 Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security2020 Debenture, such person Person shall no longer be a Holder of such Security2020 Debenture. Except as otherwise provided in Section 4.6, no No payment or adjustment will be made for dividends on, or other distributions on shares of Applicable with respect to, any Common Stock issued upon except as provided in this Article XI. On conversion of a Security. If interest is then payable on 2020 Debenture, that portion of accrued Original Issue Discount (and interest, if the Securities, Securities surrendered Company has exercised its option provided for conversion during in Section 14.01) attributable to the period from the close of business on any record date preceding any interest payment date to the opening of business on such interest payment date shall Issue Date (except or, in the case of Securities which have been called interest, if the Company has exercised the option provided for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Dayin Section 14.01, the second later of (x) the date of such Business Dayexercise and (y) be accompanied by funds acceptable the date on which interest was last paid) of the 2020 Debenture through the Conversion Date with respect to the Company converted 2020 Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in an amount equal full to the interest payable on such interest payment date on Holder thereof through delivery of the Securities Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the 2020 Debenture being surrendered for conversion, subject converted pursuant to the provisions hereof; and the fair market value of this Indenture relating such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the payment of defaulted interest by the Company. Except as otherwise provided extent thereof, first in this Section 4.2exchange for Original Issue Discount (and interest, no payment or adjustment will be made for accrued interest on a converted Security. If if the Company defaults has exercised its option provided for in Section 14.01) accrued through the payment of interest payable on such interest payment dateConversion Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securitiesbalance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the 2020 Debenture being converted pursuant to the provisions hereof. If a Holder converts more than one Security 2020 Debenture at the same time, the number of shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate principal amount Principal Amount of Securities 2020 Debentures converted. Upon surrender of a Security 2020 Debenture that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security 2020 Debenture equal in principal amount Principal Amount to the Principal Amount of the unconverted portion of the Security 2020 Debenture surrendered. If Where the last day Company has exercised its option under Section 14.01, 2020 Debentures or portions thereof surrendered for conversion during the period from the close of business on which Security may any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (unless such 2020 Debentures or portions thereof have been called for redemption on a Redemption Date within such period) be converted is not a Business Day accompanied by payment to the Company or its order, in a place where a Conversion Agent is locatedNew York Clearing House funds or other funds acceptable to the Company, of an amount equal to the Securities may be surrendered to that Conversion Agent interest payable on such Interest Payment Date on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice principal amount of 2020 Debentures or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security portions thereof being surrendered for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11conversion.

Conversion Procedure. To convert a SecurityNote, a Holder holder must (a) complete and manually sign -------------------- satisfy the requirements in paragraph 10 of the Notes. The date on which the holder satisfies all of those requirements is the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, (d) pay any transfer or similar tax, if required and (e) pay funds to the Company in an amount equal to the interest payable on the next interest payment date if required pursuant to this Section 4.2. Such notice is hereinafter referred to as a "Notice of Conversion". A Security shall be deemed to have been converted as of the close of business on the date (the "Conversion Date") on which the Holder has complied with the immediately preceding sentence of this Section 4.2). Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices shall be delivered and such Securities shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The Company will, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 4.14 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Applicable Stock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution; provided, that if the Conversion Settlement Distribution consists solely of shares of Applicable Stock, the Company shall issue such shares of Applicable Stock as As soon as practicable after the expiration Conversion Date, the Company shall deliver to the holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the Cash Settlement Notice Periodconversion and a check for any fractional share determined pursuant to Section 5.3. The Person or Persons entitled to receive person in whose name the Applicable Stock as part certificate is registered shall become the stockholder of record on the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes as the record holder or holders of such Applicable StockDate and, as of the close of business on the applicable Conversion Datesuch date, such person's rights as a Noteholder shall cease; provided, however, that no surrender of a Security Note on any -------- ------- date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Applicable Common Stock upon such conversion as the stockholder of record holder or holders of such shares of Applicable Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Applicable Common Stock as the stockholder of 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; provided, provided further, however, that ---------------- ------- such conversion shall be at the Conversion Rate Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. Except as otherwise provided in Section 4.6, no No adjustment or payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Applicable Common Stock issued upon conversion of a Security. If interest is then payable on the SecuritiesNote, Securities surrendered but if any holder surrenders a Note for conversion during the period from after the close of business on any the record date preceding any for the payment of an installment of interest payment date and Liquidated Damages, if any, and prior to the opening of business on such interest payment date shall (except in the case of Securities which have been called for redemption on a Redemption Date that occurs during the period beginning at the close of business on a record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest payment date is not a Business Dayshall be paid to the registered holder of such Note on such record date. In such event, the second such Business Day) Note, when surrendered for conversion after October 15, 1999, must be accompanied by payment in funds acceptable to the Company in of an amount equal to the interest payable and Liquidated Damages, if any, on such interest payment date on the Securities being portion so converted and, when surrendered for conversionconversion on or prior to October 15, subject to the provisions of this Indenture relating to the payment of defaulted interest 1999, need not be accompanied by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securitiespayment. If a Holder holder converts more than one Security Note at the same time, the number of whole shares of Applicable Common Stock issuable upon the conversion shall be based on the aggregate total principal amount of Securities Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to for the Holder, holder a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered. If the last day on which Security may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding Business Day. Holders that have already delivered a Repurchase Notice or Fundamental Change Repurchase Notice with respect to a Security may not surrender such Security for conversion until the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in accordance with the procedures set forth in Section 3.11.