Common use of Exercise of Conversion Privilege Clause in Contracts

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall portion thereof to be issuable on such conversion shall be issuedconverted. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding except in the case of Securities or portions thereof which have been called for redemption during on a Redemption Date within such period) shall also be accompanied by payment in immediately available 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 such Security then Securities being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates surrendered for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above provided in the preceding sentence and subject to the final third paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be 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 foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company issued shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with payment in lieu of any fraction of a share, as provided in Section 1404. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 206 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder holder of a Security of a series with such a privilege this Note shall surrender such Security present it to the Company at the office or agency maintained for that purpose pursuant to Section 1002of the Company, accompanied by written notice to the Company (with copies to the holders of any other Notes) that the Holder holder elects to convert such Security or a specified this Note, or, if less than the entire unpaid principal amount hereof and interest thereon is to be converted, the portion thereofhereof to be converted. Such notice shall also state, if different from the name and address of such Holder, state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly soon as practicable after the receipt of such notice and the presentation of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribethis Note, the Company shall issue and shall deliver, at deliver to the office or agency at which such Security is surrendered, to such Holder or on its written order, holder of this Note a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security this Note (or specified portion thereofhereof), in accordance with the provisions and provision shall be made for any fraction of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash a share as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversionSection 5.3 hereof. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security this Note shall have been surrendered presented as aforesaid (unless such Holder shall have so surrendered such Security aforesaid, and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to at the close of business on Conversion Price in effect at such date) time, and at such time the rights of the Holder holder of such Security this Note as such Security Holder holder shall cease (to the extent this Note is so converted) and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares represented thereby. Except as set forth above Upon conversion of less than all of the unpaid principal amount and subject to the final paragraph interest of Section 307this Note, no payment or adjustment appropriate notation shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock this Note of the Company issued upon principal amount and/or interest so converted, and this Note shall be retained by the holder following such conversionnotation. In Upon conversion of the case balance of any Security which is converted in part onlythe principal amount and interest of this Note, upon such conversion the Company this Note shall execute be deemed cancelled and the Trustee holder shall authenticate and deliver surrender this Note to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Company or the Holder of a Security of a series with such a privilege shall surrender such Security by telecopying an executed and completed Conversion Notice to the Holder (the “Conversion Date”). The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or event not more indentures supplemental hereto setting forth the terms than five(5) Business Days after either party’s delivery of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolution, Officers’ Certificate or supplemental indentureconversion, and cash cash, as provided therein in respect Section 3.3, as applicable, representing the amount of any fractional share accrued and unpaid interest on this Debenture as of such Common Stock otherwise issuable upon such conversionthe Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as set forth above The Conversion Notice shall constitute a contract between the Holder and subject to the final paragraph of Section 307Company, no payment or adjustment whereby the Holder shall be made upon any conversion on account deemed to subscribe for the number of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security Shares which is converted in part only, it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription to surrender this Debenture and to release the Company shall execute from all liability thereon (except if and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Securityextent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Company or the Holder of a Security of a series with such a privilege shall surrender such Security by telecopying an executed and completed Conversion Notice to the Holder (the “Conversion Date”). The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or event not more indentures supplemental hereto setting forth the terms than five(5) Business Days after either party’s delivery of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolution, Officers’ Certificate or supplemental indentureconversion, and cash cash, as provided therein in respect Section 3.3, as applicable, representing the amount of any fractional share accrued and unpaid interest on this Debenture as of such Common Stock otherwise issuable upon such conversionthe Conversion Date if paid in cash. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as set forth above The Conversion Notice shall constitute a contract between the Holder and subject to the final paragraph of Section 307Company, no payment or adjustment whereby the Holder shall be made upon any conversion on account deemed to subscribe for the number of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security Shares which is converted in part only, it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription to surrender this Debenture and to release the Company shall execute from all liability thereon (except if and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Securityextent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.3, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock Stock, which shall be issuable on such conversion conversion, shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.3, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock Stock, which shall be issuable on such conversion conversion, shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion or exchange privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects to convert or exchange such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate Securities are registered, the name or certificates names in which the securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for shares a primary offering of Common Stock its securities) of the Company which shall be issuable on such conversion or exchange shall be issued. Securities surrendered for conversion or exchange shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion or exchange during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion or exchange of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a certificate primary offering of its securities) of the Company issuable or certificates for the number of full shares of Common Stock issuable deliverable upon the conversion or exchange of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversionconversion or exchange. Such conversion or exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion or exchange by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion or exchange on a particular date following such surrender and such Holder shall be entitled to convert or exchange such Security on such date, in which case such conversion or exchange shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate securities or certificates property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for shares a primary offering of Common Stock its securities) of the Company shall be issuable or deliverable upon such conversion or exchange shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion or exchange on account of any interest accrued on the Securities surrendered for conversion or exchange or on account of any interest or dividends on the Common Stock securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its securities) of the Company issued or delivered upon such conversionconversion or exchange. In the case of any Security which is converted or exchanged in part only, upon such conversion or exchange the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted or unexchanged portion of such Security.

Exercise of Conversion Privilege. (i) In order to exercise a the conversion privilegeprivilege in whole or in part, the Holder of a Security of a series with such a privilege shall surrender such Security to Note, duly endorsed on the Company Note (or by letter), at the principal executive office or agency maintained for that purpose pursuant to Section 1002, accompanied by of Coachmen and shall give written notice of conversion in the form provided on Annex A hereto (or such other notice that is acceptable to the Company Coachmen) that the Holder elects to convert such Security Note or a the portion thereof specified portion thereofin said notice. Such notice shall also state, if different from the name and address of such Holder, state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall that will be issuable on such conversion shall will be issued. Securities If the shares of Common Stock issuable upon the conversion of all or a portion of the Note are to be issued other than to the Holder, the surrendered for conversion Note shall (if so required by the Company or the Trustee) be duly endorsed by by, or be accompanied by instruments of transfer in forms form satisfactory to the Company and the Trustee to, Coachmen, duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date attorney. (excluding Securities or portions thereof called for redemption during such periodii) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the surrender of such Note and the receipt of such notice and of any payment required pursuant to a Board Resolution andnotice, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company Coachmen shall issue and shall deliver, at deliver to the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (Note or specified portion thereof), thereof in accordance with the provisions of such Board Resolution, Officers’ Certificate this Section 4 and a check or supplemental indenture, and cash as provided therein in respect of any fractional interest in respect of a share of such Common Stock otherwise issuable arising upon such conversion, as provided in Section 4(c) hereof. Such conversion If any Note shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such partial conversion. In the case of any Security which is converted in part only, upon such conversion the Company Coachmen shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereofHolder, at the expense of the Companyno charge, a new Security Note or Securities of the same series, of Notes in authorized denominations, denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. (iii) Each conversion shall be deemed to have been effected on the date on which such SecurityNote and such notice was received by Coachmen, and as of such date the Holder shall be deemed the holder of record of the Common Stock issuable upon such conversion of the Note; provided, however, that if such surrender occurs on a date when the stock transfer books of Coachmen are closed, the Holder shall be deemed the record holder of such Common Stock for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the conversion price in effect on the date upon which such Note was surrendered.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company in the form provided in the Security (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address entire principal amount thereof is to be converted, the portion thereof to be converted. Securities shall be deemed to have been converted immediately prior to the Close of Business on the day (the "Conversion Date") of surrender of such HolderSecurities for conversion in accordance with the foregoing provisions, and at such time the name rights of the Holders of such Securities as Holders shall cease, and the Person or names (with address) in which Persons entitled to receive the certificate or certificates for shares of Common Stock which shall be issuable on such upon conversion shall be issued. Securities surrendered treated for conversion shall (if so required by all purposes as the Company record holder or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount holders of such Security then being converted, Common Stock as and after such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companytime. As promptly as practicable on or after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Date, the Company shall issue and shall deliver, deliver at the any office or agency at which such Security is surrendered, of the Company maintained pursuant to such Holder or on its written order, Section 1002 a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion conversion, together with payment in lieu of such Security (or specified portion thereof)any fraction of a share, in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect Section 1303. The shares of any fractional share of such Common Stock otherwise issuable issued upon such conversion. Such conversion shall be deemed to have been effected immediately prior subject to the close restrictions on transfer set forth in the Investors' Rights Agreement and the certificates for the shares of business on Common Stock shall bear the date on which such notice and such payment, if required, shall have been received in proper order for conversion transfer restriction legend required by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed Investors' Rights Agreement. If the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed shares of Common Stock to be effected immediately prior issued upon conversion of a Security are to the close of business on such date) and at such time the rights be registered in a name other than that of the Holder of such Security as such Security Holder shall cease and Security, then the person or persons Person in whose name or names any certificate or certificates for such shares of Common Stock are to be registered must deliver the opinion of counsel and certificate required by Section 314 hereof. Neither the Trustee nor any conversion agent or the Registrar shall be required to register in a name other than that of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the Security being converted, the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made Common Stock issued upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionSecurity not so accompanied by such opinion and certificate. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than three (3) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC cause to be electronically transferred, to Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and fifty (150%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 2.4 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.3, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) of the persons who are to become the holders of the Common Stock Issued at Conversion in connection with such conversion. The Holder shall deliver this Debenture by express courier within thirty (30) days following the date on which the certificate or certificates telecopied Conversion Notice has been transmitted to the Company. Upon surrender for shares of Common Stock which conversion, this Xxxxxxxxx shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required accompanied by a proper assignment hereof to the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyblank. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than three (3) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company’s receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC cause to be electronically transferred, to Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and fifty (150%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Holder thereof, at Holder’s conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.3, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.1, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall shal issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 10029.2, accompanied by written notice to the Company at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall portion thereof to be issuable on such conversion shall be issuedconverted. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding except in the case of Securities or portions thereof which have been called for redemption during on a Redemption Date within such period) shall also be accompanied by payment 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 such Security then Securities being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates surrendered for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above provided in the preceding sentence and subject to the final paragraph of in Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be 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 foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company issued shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted uncontroverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion or exchange privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects to convert or exchange such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate Securities are registered, the name or certificates names in which the securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for shares a primary offering of Common Stock its securities) of the Company which shall be issuable on such conversion or exchange shall be issued. Securities surrendered for conversion or exchange shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion or exchange during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion or exchange of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a certificate primary offering of its securities) of the Company issuable or certificates for the number of full shares of Common Stock issuable deliverable upon the conversion or exchange of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock common stock otherwise issuable upon such conversionconversion or exchange. Such conversion or exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion or exchange by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion or exchange on a particular date following such surrender and such Holder shall be entitled to convert or exchange such Security on such date, in which case such conversion or exchange shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate securities or certificates property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for shares a primary offering of Common Stock its securities) of the Company shall be issuable or deliverable upon such conversion or exchange shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion or exchange on account of any interest accrued on the Securities surrendered for conversion or exchange or on account of any interest or dividends on the Common Stock securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its securities) of the Company issued or delivered upon such conversionconversion or exchange. In the case of any Security which is converted or exchanged in part only, upon such conversion or exchange the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted or unexchanged portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.02, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock Stock, or the other securities or property of the Company, as applicable, which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.07 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.03, set forth, or determined in the manner provided, in an Officers’ Certificate, ' Certificate or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock Stock, or the other securities or property of the Company, as applicable, which shall be issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock or other securities or property of the Company, as applicable, otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company Company, or any securities or other property of the Company, as applicable, shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the such shares represented therebyor other securities or property. Except as set forth above and subject to the final paragraph of Section 3073.07, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock Stock, or with respect to other securities or property of the Company Company, as applicable, issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security Debenture of a any series with such a privilege shall surrender such Security Debenture to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written notice to the Company that the Holder elects to convert such Security Debenture or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities Debentures of such series surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities and, if expressly specified, as contemplated by Section 3.1, to be applicable to any series of Debentures, Debentures of such series so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities Debentures or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security Debenture then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such SecurityDebenture, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.1, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, the Debentures and the surrender of such Security Debentures in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security Debenture is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security Debenture (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business busi- ness on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security Debenture shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security Debenture and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security Debenture on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security Debenture as such Security Debenture Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities Debentures of such series surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security Debenture of any series which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver make available for delivery to or on the order of the Holder thereof, at the expense of the Company, a new Security Debenture or Securities Debentures of the same such series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such SecurityDebenture.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the (a) Before any Holder of a Security Note shall be entitled to convert the same as set forth above, such Holder shall (i) in the case of a series with Global Note, transfer such a privilege shall surrender such Security Note to the Company Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, pay funds equal to interest payable on the office next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(d) and, if required, pay all taxes or agency maintained for that purpose pursuant to duties, if any, as set forth in Section 100214.09 and (ii) in the case of a Physical Note, accompanied by (A) complete and manually sign and deliver an irrevocable written notice to the Company that Conversion Agent in the Holder elects to convert such Security Form of Notice of Conversion set forth in Exhibit A hereto (or a specified portion facsimile thereof. Such notice ) (a “Conversion Notice”) at the office of the Conversion Agent and shall also state, if different from state in writing therein the name principal amount of Notes to be converted and address of such Holder, the name or names (with addressaddresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, pay all transfer or similar taxes, if any, as set forth in Section 14.09 and (D) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the upon conversion of the Notes, unless the tax is due because the Holder requests such Security, subject shares to be issued in a name other than the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner providedHolder’s name, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth which case the terms of such series of Security, and Holder shall pay the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversiontax. Such conversion A Note shall be deemed to have been effected immediately converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 14.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it validly withdraws its Fundamental Change Purchase Notice prior to the close of business on the date on which such notice and such paymentFundamental Change Expiration Time, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid accordance with Section 15.02(c). (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder b) In case any Note shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such partial conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall shall, upon receipt of an Officer’s Certificate, authenticate and deliver to or on upon the written order of the Holder thereof, at the expense of the CompanyNote so surrendered, without charge to such Holder, a new Security Note or Securities of the same series, of Notes in authorized denominations, denominations in an aggregate principal amount equal to the unconverted portion of such Securitythe surrendered Notes.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) of the persons who are to become the holders of the Common Stock Issued at Conversion in connection with such conversion. The Holder shall deliver this Debenture by express courier within thirty (30) days following the date on which the certificate or certificates telecopied Conversion Notice has been transmitted to the Company. Upon surrender for shares of Common Stock which conversion, this Xxxxxxxxx shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required accompanied by a proper assignment hereof to the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyblank. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than three (3) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC cause to be electronically transferred, to Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and twenty-five percent (125%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon any responsible for the payment of all costs and expenses of the (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Exercise of Conversion Privilege. In order (a) Conversion of this ---------------------------------- Debenture may be exercised on any Business Day by the Holder by telecopying an executed and completed Conversion Notice to exercise the Company prior to 5:00 p.m. Eastern Standard Time. Each date on which a conversion privilegeConversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the day following the Conversion Date. Until such time as a registration statement is in effect for the sale by the Holder of a Security of a series with such a privilege the Common Stock Issued at Conversion, the Common Stock Issued at Conversion shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from be issued in the name and address of Holder. Provided such Holderregistration statement is then in effect, the Conversion Notice may state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being convertedconversion, and such interest Stock shall be payable to issued in such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyname. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than five (5) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC cause to be electronically transferred, to Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such paymentConversion Date, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and fifty (150%) of the Principal Amount thereof together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. Sec. 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. Sec. 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. Sec. 362.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder holder of a any Security of a series with such a privilege to be converted shall surrender such Security to the Company at any time during usual business hours at the office offices or agency agencies to be maintained for that purpose pursuant by the Company in accordance with the provisions of Section 4.02 with respect to Section 1002the Securities to be converted, accompanied by a fully executed written notice to notice, in the Company form set forth on the reverse of the Security, that the Holder holder elects to convert such Security or a specified stated portion thereof. Such notice shall also statethereof constituting a whole multiple of $1,000 principal amount, and, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so Security is surrendered for conversion during the period from between the close of business on any Regular Record the record date next preceding the Interest Payment Date to (as defined in the Security) and the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof and has not been called for redemption during on a redemption date within such period) shall period (or on such Interest Payment Date), accompanied also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Security being surrendered for conversion. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Capital Stock shall be issued. Securities surrendered for conversion shall (if so required by the Company or the registrar of such Security then being convertedSecurities) be duly endorsed by, or be accompanied by written instrument or instruments of transfer in form satisfactory to the Company and such interest shall be payable to such registered Holder notwithstanding registrar duly executed by, the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyholder or its attorney duly authorized in writing. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeaforesaid, the Company shall shall, subject to the provisions of Section 15.09, issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder holder, or to such other person on its his written order, a certificate or certificates for the number of full shares of Common Capital Stock issuable upon the on such conversion of such Security (or specified portion thereof), Securities in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, this Article and cash as provided therein in Section 15.04, in respect of any fractional fraction of a share of such Common Capital Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid aforesaid, accompanied (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior if required by this Section) also by payment of an amount equal to the close of business interest payable on such date) and at such time the rights next Interest Payment Date on the principal amount of the Holder of such Security as such Security Holder shall cease being surrendered for conversion, and the person or persons in whose name or names any certificate or certificates for shares of Common Capital Stock of the Company shall be issuable upon such conversion shall be deemed to have become on the Holder Date of Conversion the holder or Holders holders of record of the shares of Capital Stock represented thereby. Except as set forth above and subject to ; provided, however, that any such surrender on any date when the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued upon as the recordholder or holders thereof for all purposes at the opening of business on the next succeeding day on which such conversionstock transfer books are open but such conversion shall nevertheless be at the conversion price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice. In the case of any Security which is converted in part onlyconversion of a portion, upon such conversion but less than all, of a Security, the Company shall execute execute, and the Trustee shall authenticate and deliver to or on the order of the Holder holder thereof, at the expense of the Company, a new Security or Securities of in the same series, of authorized denominations, in aggregate principal amount equal to of the unconverted portion of such Securitythe Security surrendered. Except as otherwise expressly provided in Section 2.01, no payment or adjustment shall be made for interest accrued on any Security converted or for accrued dividends or distributions on any Capital Stock issued upon conversion of any Security or portion thereof.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security to the Company Conversion Agent at any time during usual business hours, until and including, but not after the close of business on the second Business Day prior to the Stated Maturity of the principal of such Security, at its office or agency maintained for that the purpose pursuant to Section 1002as provided in this Indenture, accompanied by a fully executed written notice to notice, in substantially the Company form set forth on the reverse of the Security, that the Holder elects to convert such Security or a specified stated portion thereof. Such notice shall also statethereof constituting a multiple of $1,000 in principal amount, and, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so Security is surrendered for conversion during the period from between the close of business on any Regular Record Date to record date for such Security and the opening of business on the next succeeding related Interest Payment Date (excluding Securities or portions thereof and has not been called for redemption during on a Redemption Date within such period) shall , accompanied also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of the Security being surrendered for conversion. The Holder of any Security at the close of business on any record date for such Security then being converted, and such interest shall be entitled to receive the interest payable to on such registered Holder Security on the corresponding Interest Payment Date notwithstanding the conversion thereof after such record date. Such notice of such Securityconversion shall also state the name or names (and address) in which the certificate or certificates for shares of Common Stock shall be issued (or to whom payment in cash in lieu of Common Stock shall be made). Securities surrendered for conversion shall (if so required by the Company or the Conversion Agent) be duly endorsed by, subject or be accompanied by a written instrument or instruments of transfer in form satisfactory to the provisions of Section 307 relating to Company and the payment of Defaulted Interest by Conversion Agent duly executed by, the CompanyHolder or his attorney duly authorized in writing. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeaforesaid, the Company shall shall, subject to the provisions of Section 1507, issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder Holder, or on its his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the on conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board ResolutionSecurity and cash, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 1503, in respect of any fractional fraction of a share of such Common Stock otherwise issuable upon such conversionconversion or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, cash in lieu of shares of Common Stock. Such conversion shall be at the Conversion Price in effect, and shall be deemed to have been effected effected, immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice and such payment, if required, in proper form shall have been received in proper order for conversion by the Company Conversion Agent and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateaforesaid, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable issuable, if any, upon such conversion shall be deemed to have become on the Holder Date of Conversion the holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to ; provided, however, that any such surrender on any date when the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock stock transfer books of the Company issued upon shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such conversionshares are to be issued, if any, as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice in proper form. In the case of any Security which is converted in part onlyconversion of a portion, upon such conversion but less than all, of a Security, the Company shall execute execute, and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of in the same series, of authorized denominations, in aggregate principal amount equal to of the unconverted portion of the Security surrendered. Except as otherwise expressly provided in this Indenture, no payment or adjustment shall be made for interest accrued on any Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Security. The right, if any, of a Holder of any Security to cause the Company to redeem, purchase or repay such Security shall terminate upon receipt by the Company of any notice of conversion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 100210.2, accompanied by written a duly signed conversion notice to substantially in the Company form provided in Section 2.4 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall portion thereof to be issuable on such conversion shall be issuedconverted. Securities Each Security surrendered for conversion shall (if so required by the Company in whole or the Trusteein part) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding Securities except in the case of any Security or portions portion thereof which has been called for redemption during on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such period) shall also be accompanied by payment in New York Clearing House (next day) 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 such Security then (or portion thereof, as the case may be) being convertedsurrendered for conversion. The interest so payable on any Interest Payment Date with respect to any Security (or portion thereof, if applicable) which has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, during the period from the close of business on the Regular Record Date next preceding such Interest Payment Date to the opening of business on such Interest Payment Date, which Security (or portion thereof, if applicable) so called for redemption or repurchasable is surrendered for conversion (in whole or in part) during such period, shall be paid upon such conversion to the Holder of such Security as of the conversion date in an amount equal to the interest that would have been payable on the principal amount of such Security so called for redemption or repurchasable and being converted if such principal amount had been converted as of the close of business on such Interest Payment Date. The interest so payable on any Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not repurchasable on a Repurchase Date, occurring, in either case, during the period from the close of business on the Regular Record Date next preceding such Interest Payment Date to the opening of business on such Interest Payment Date, which Security (or portion thereof, as the case may be) not so called for redemption or repurchasable is surrendered for conversion (in whole or in part) during such period, shall be paid to the Holder of such Security as of such Regular Record Date. Interest payable on any Interest Payment Date in respect of any Security surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Security as of the Regular Record Date next preceding such Interest Payment Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. Securities shall be 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 foregoing provisions, and at such interest time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be payable to such registered Holder notwithstanding treated for all purposes as the conversion record holder or holders of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the CompanyCommon Stock at such time. As promptly as practicable on or after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeconversion date, the Company shall issue and shall deliverdeliver to the Trustee, at for delivery to the office or agency at which such Security is surrendered, to such Holder or on its written orderHolder, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion, together with payment in lieu of any fraction of a share, as provided in Section 12.3. All shares of Common Stock delivered upon such conversion of such Security (or specified portion thereof), in accordance Restricted Securities shall rank pari passu with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for other shares of Common Stock of the Company and shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.6 and shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion restrictions on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon transfer provided in such conversionlegends. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. 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 there must be delivered to the conversion agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by or on behalf of such beneficial owner, as 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 a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.

Exercise of Conversion Privilege. In order to exercise a conversion privilege(a) Conversion of the Principal Balance may be exercised, in whole or in part, by the Holder of a Security of a series with such a privilege shall surrender such Security by transmitting via facsimile an executed and completed Conversion Notice, in the form attached hereto as Exhibit A, to the Company Borrower. Each date on which a Conversion Notice is transmitted via facsimile to the Borrower in accordance with the provisions of this Section 6 shall constitute a "Conversion Date". The Borrower shall convert such amount of the Principal Balance and issue the Common Stock, and all voting and other rights associated with the beneficial ownership of the Common Stock shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares Persons who are to become the holders of the Common Stock which shall be issuable on in connection with such conversion. If such conversion would convert the entire remaining Principal Balance of this Note, the Holder shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory deliver to the Company and Borrower the Trustee duly executed by original Note being converted no later than five (5) business days after the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during delivery of the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the CompanyConversion Notice. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than five Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Borrower's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company Borrower shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenturethis Agreement, and cash (ii) utilize the DWAC system or cause to be mailed for delivery by overnight courier to the Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such conversion and (y) cash, as provided therein in Section 7, in respect of any fractional share fraction of such a Common Stock otherwise Share issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) Conversion Notice indicates and at such time the rights of the Holder of such Security the Note, as such Security Holder such, shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented therebythereby and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as set forth above The Conversion Notice shall constitute a contract between the Holder and subject to the final paragraph of Section 307Borrower, no payment or adjustment whereby the Holder shall be made upon any conversion on account deemed to subscribe for the number of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security Shares which is converted in part only, it will be entitled to receive upon such conversion the Company shall execute and, in payment and the Trustee shall authenticate satisfaction of such subscription (and deliver for any cash adjustment to or on the order which it is entitled pursuant to Section 7), to surrender that portion of the Note and to release the Borrower from all liability thereon. No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) The Holder thereof, at shall be entitled to exercise its conversion privilege notwithstanding the expense commencement of any case under 11 U.S.C. ss. 101 et seq. (the "Bankruptcy Code"). The Borrower hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Company, a new Security or Securities conversion of the same seriesNote. The Borrower agrees, of authorized denominations, in aggregate principal amount equal without cost or expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security to Security, together with the Company conversion notice duly executed, at the any office or agency of the Issuer maintained for that purpose pursuant to Section 10023.02, accompanied by written notice to the Company Issuer at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall portion thereof to be issuable on such conversion shall be issuedconverted. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date regular record date next preceding any interest payment date to the opening of business on the next succeeding Interest Payment Date such interest payment date shall (excluding unless such Securities or portions thereof have been called for redemption during on a redemption date within such period) shall also be accompanied by payment to the Issuer or its order, in New York Clearing House funds or other funds acceptable to the Issuer, of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of such Security then Securities or portions thereof being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates surrendered for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or or, except as provided in Section 13.04, on account of any dividends on the Common Stock issued upon conversion. Securities shall be 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 foregoing provisions, and at such time the rights of the Company issued Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Issuer shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 13.03. In the case of any Security which is converted in part only, upon such conversion the Company Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the CompanyIssuer, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company in the form provided in the Security (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in portion thereof to be converted. In the case of any Security which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so is surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on through and including the next succeeding Interest Payment Date (excluding other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular Record Date (unless the Company shall default in the payment of interest on such Interest Payment Date, in which case such amount shall be paid to the person who made the payment referred to below); provided, however, that Securities or portions thereof called so surrendered for redemption during such period) conversion shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount being surrendered for conversion; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities; provided, further, however, that no such payment need be made if there exists a default in the payment of interest on such Security or such Security or portion thereof being converted shall have been called for redemption. Except as provided in the immediately preceding sentence, in the case of any Security which is converted (a) interest whose Stated Maturity is after the date of conversion of such Security then being convertedshall not be payable and (b) no payment or adjustment shall be made upon conversion on account of any dividends on the Common Stock issued upon conversion. Securities shall be 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 foregoing provisions, and at such interest time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be payable to such registered Holder notwithstanding treated for all purposes as the conversion record holder or holders of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the CompanyCommon Stock as and after such time. As promptly as practicable on or after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeconversion date, the Company shall issue and shall deliver, deliver at the any office or agency at which such Security is surrendered, of the Company maintained pursuant to such Holder or on its written order, Section 1002 a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion conversion, together with payment in lieu of such Security (or specified portion thereof)any fraction of a share, in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion1303. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 10024.03, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Exhibit A stating that the Holder holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holderholder, the name or names (with address) in which the certificate or certificates for shares of Common Stock Stock, which shall be issuable on such conversion conversion, shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 2.13 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3032.03, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307above, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilegeprivilege with respect to any Note, the Holder of a Security of a series with such a privilege any Note to be converted shall surrender such Security Note, duly endorsed or assigned to the Company or in blank, at the any office or agency maintained for that purpose by the Company pursuant to Section 1002this Agreement, accompanied by (a) written notice to the Company stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateNote or, if different from less than the entire principal amount thereof is to be converted, the portion thereof to be converted, (b) the funds, if any, required by this Section, and (c) if Common Stock or any portion of such Note not to be converted are to be issued in the name and address of such Holdera Person other than the Holder thereof, the name or names (with address) of the Person in which the certificate or certificates for shares of to issue such Common Stock which shall or portion of the Note and the transfer taxes, if any, required to be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required paid by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory Holder pursuant to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companythis Agreement. As promptly as practicable after satisfaction of the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, requirements for conversion set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeabove, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, deliver to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (Note or specified portion thereof), thereof in accordance with the provisions of such Board Resolution, Officers’ Certificate this Section and a check or supplemental indenture, and cash as provided therein in respect of any fractional interest in respect of a share of such Common Stock otherwise issuable arising upon such conversion, as provided in Section 10.3. Such In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2, the Company shall execute and deliver to the Holder of the Note so surrendered, without charge, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected immediately prior as to the close of business any such Note (or portion thereof) on the date on which such notice and such payment, if required, shall the requirements set forth above in this Section 10.2 have been received in proper order for conversion by the Company and satisfied as to such Security shall have been surrendered as aforesaid Note (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateor portion thereof), in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons Person in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become on said date the Holder or Holders holder of record of the shares represented thereby; provided however that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note shall be surrendered. Any Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the close of business on the Business Day next preceding the following interest payment date that has not been called for redemption during such period, shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided however that no such payment need be made to the extent any overdue interest shall exist at the time of conversion with respect to any such Note or portion thereof. Except as set forth provided above and subject to the final paragraph of in this Section 30710.2, no payment or other adjustment shall be made upon any conversion on account of any for interest accrued on the Securities surrendered any Note converted or for conversion or on account of any dividends on the Common Stock of the Company any shares issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such SecurityNote as provided in this Section 10.

Exercise of Conversion Privilege. In order to exercise a conversion privilege(a) Conversion of this Debenture may be exercised on any Business Day, which is at least ninety (90) days after the Issue Date, by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) of the persons who are to become the holders of the Common Stock issued at Conversion in connection with such conversion. The Holder shall deliver this Debenture by express courier within five (5) Business Days following the date on which the certificate or certificates Conversion Notice was transmitted to the Company. Upon surrender for shares of Common Stock which conversion, this Debenture shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required accompanied by a proper assignment hereof to the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyblank. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than five (5) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeCompany's receipt this Debenture properly endorsed for Conversion, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, deliver to such Holder or on its written order, (by overnight courier) a certificate or certificates for certificate(s) representing the number of full shares of Common Stock issuable upon Shares to which the conversion Holder is entitled by virtue of such Security (or specified portion thereof)conversion, in accordance along with the provisions of such Board Resolutionany cash, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription, to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). (b) If, at any time after the Date of Issue, the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem the Principal Amount of this Debenture, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses incurred in defending itself in any such action or pursuing its rights hereunder. (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver U.S. Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. 362 in respect of the Holder thereofHolder's conversion privilege. The Company agrees, at the without cost or expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. 362.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 206 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date -55- 63 following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of the Notes may be effected by any Holder of a Security of a series with such a privilege shall thereof upon the surrender such Security to the Company at the office of the Company designated for notices in accordance with Section 14.6 or agency maintained for that purpose pursuant at the office of any agent or agents of the Company, as may be designated by the Board of Directors (the "Transfer Agent"), of the Notes to Section 1002be converted, accompanied by a written notice to the Company stating that the such Holder elects to convert such Security all or a specified portion thereof. Such notice shall also state, if different from of the name and address Accreted Value of such Holder, Notes in accordance with the provisions of this Section 9 and specifying the name or names (with address) in which such Holder wishes the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall to be issued. Securities surrendered for conversion In case any Holder's notice shall (if so required by the Company specify a name or the Trustee) be duly endorsed by or accompanied by instruments names other than that of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) Holder, such notice shall also be accompanied by payment of an amount equal to all transfer Taxes payable upon the interest payable issuance of shares of Common Stock in such name or names. Other than such Taxes, the Company will pay any and all issue and other Taxes (other than Taxes based on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall income) that may be payable to such registered Holder notwithstanding the in respect of any issue or delivery of shares of Common Stock on conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the CompanyNotes pursuant hereto. As promptly as practicable practicable, and in any event within five Business Days after the surrender of such Notes and the receipt of such notice and of any payment required pursuant to a Board Resolution relating thereto and, subject if applicable, payment of all transfer Taxes (or the demonstration to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms satisfaction of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribethat such Taxes have been paid), the Company shall issue and shall deliver, at the office deliver or agency at which such Security is surrendered, cause to such Holder or on its written order, be delivered (i) a certificate or certificates for representing the number of validly issued, fully paid and nonassessable full shares of Common Stock issuable upon to which the conversion Holder of such Security the Notes being converted shall be entitled and (or specified portion thereof), in accordance with ii) if less than the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect entire Accreted Value of any fractional share of such Common Stock otherwise issuable Note surrendered is being converted, a new Note in the Accreted Value that remains outstanding upon such partial conversion. Such conversion shall be deemed to have been effected immediately prior to made at the close of business on the date on which of giving such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time that the rights of any Holder thereof as to the Holder of such Security as such Security Holder Note or Notes (or portion thereof) being converted shall cease and except for the person or persons in whose name or names any certificate or certificates for right to receive shares of Common Stock in accordance herewith, and the Person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time, so long as such Holder's Notes are delivered to the Company within two Business Days after the date of the giving of notice. (b) For the avoidance of doubt, both the Holders and the Company shall be issuable upon such conversion shall be deemed acknowledge that the Holders' right to have become convert the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Notes into Common Stock remains in effect until any redemption and will not be suspended by any notice of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Securityredemption.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company in the form provided in the Security (or such other notice as is acceptable to the Company) at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in portion thereof to be converted. In the case of any Security which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so is surrendered for conversion during the period from the close Close of business Business on any Regular Record Date to through and including but before the opening Close of business Business on the next succeeding Interest Payment Date (excluding other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the Close of Business on such Regular Record Date (unless the Company shall default in the payment of interest on such Interest Payment Date, in which case such amount shall be paid to the person who made the payment referred to below); provided, however, that Securities or portions thereof called so surrendered for redemption during such period) conversion shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount being surrendered for conversion; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities or if such Securities or portion thereof being converted shall have been called for redemption. Except as provided in the immediately preceding sentence, in the case of any Security which is converted, (a) interest on such Security whose Stated Maturity is after the date of conversion of such Security then being convertedshall not be payable and (b) no payment or adjustment shall be made upon conversion on account of any dividends on the Common Stock issued upon conversion. Securities shall be 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 foregoing provisions, and at such interest time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be payable to such registered Holder notwithstanding treated for all purposes as the conversion record holder or holders of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the CompanyCommon Stock as and after such time. As promptly as practicable on or after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeconversion date, the Company shall issue and shall deliver, deliver at the any office or agency at which such Security is surrendered, of the Company maintained pursuant to such Holder or on its written order, Section 1002 a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion conversion, together with payment in lieu of such Security (or specified portion thereof)any fraction of a share, in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion1303. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to (a) To exercise a the conversion privilege, the Holder of a Security of a series with Lender exercising such a privilege (the “Exercising Lender”) shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by deliver written notice to Holdings and the Company Administrative Agent at the address for notices to Holdings and the Administrative Agent specified in Section 13.02 that the Holder such Exercising Lender elects to convert the Loans and any accrued and unpaid interest thereon (including Default Interest) held by such Security or a specified portion thereof. Such notice shall also stateExercising Lender or, if different from less than the name entire principal balance of the Loans and address any accrued and unpaid interest thereon (including Default Interest) held by such Exercising Lender, the portion thereof to be converted. Except for the right of such Holder, Exercising Lender to convert as part of the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on Conversion Amount any Regular Record Date to the opening of business accrued but unpaid interest on the next succeeding Interest Payment Date (excluding Securities Loans or portions portion thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307converted, no payment or adjustment shall be made upon any conversion on account of any interest accrued on such portion of the Securities surrendered for conversion or Loans so converted on account of any dividends on the Common Stock Class A Units issued upon conversion. An Exercising Lender, together with its Affiliates, may not deliver a Conversion Notice with respect to a Conversion Amount of an aggregate amount less than $1,000,000; provided, that any Exercising Lender may deliver a Conversion Notice with respect to a Conversion Amount of less than $1,000,000 if the amount being converted pursuant to such Conversion Notice is the full principal balance of the Company issued Loans and any accrued and unpaid interest thereon (including Default Interest) held by such Exercising Lender. (b) The Conversion Amount shall be deemed to have been converted immediately prior to the close of business on the day of delivery (the “Conversion Date”) of a written notice in the form of Exhibit C hereto (“Conversion Notice”) for conversion in accordance with the foregoing provisions, and at such time the rights of the Exercising Lender as Lender with respect to the Conversion Amount shall cease, and the Person or Persons entitled to receive the Class A Units issuable upon conversion shall be treated for all purposes as the record holder or holders of such Class A Units on the Conversion Date. As promptly as practicable on or after the Conversion Date, Holdings shall issue and shall deliver to the Exercising Lender at the address for notices to Lender specified in Section 13.02 a certificate or certificates, registered in the name of such Exercising Lender or such other Person or Persons as such Exercising Lender shall have specified in the related Conversion Notice, for the number of full of Class A Units issuable upon such conversion. In the case , together with payment in lieu of any Security which is converted fraction of a share, as provided in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such SecuritySection 15.03.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Convertible Security of a series with such a privilege to be converted, in whole or in part, shall surrender such Convertible Security to the Company Conversion Agent at the any time during usual business hours at its office or agency maintained for that the purpose pursuant to Section 1002as provided in this Indenture, accompanied by a fully executed written notice to (the Company "Conversion Notice"), in substantially the form set forth on the reverse of the Convertible Security, that the Holder elects to convert such Convertible Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name entire principal amount thereof is to be converted, a stated portion thereof constituting a multiple of $1,000 in principal amount (or such other principal amount as is specified in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Section 3.01 by or pursuant to which the form and address terms of the Convertible Securities of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issuedseries were established). Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so A Convertible Security surrendered for conversion during the period from between the close of business on any Regular Record Date to record date for such Convertible Security and the opening of business on the next succeeding related Interest Payment Date (excluding Securities or portions thereof the "Interest Period") that shall not have been called for redemption during on a Redemption Date within such periodInterest Period (or on such Interest Payment Date) shall also be accompanied also by payment of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of such the Convertible Security then being converted, and such surrendered for conversion. Such interest shall be payable to such registered the Holder on the Record Date notwithstanding the conversion. Such Conversion Notice shall also state the name or names (and address or addresses) in which the certificate or certificates for shares of Common Stock shall be issued (or to whom payment in cash in lieu of Common Stock shall be made). Convertible Securities surrendered for conversion shall (if so required by the Company or the Conversion Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of such Securitytransfer in form satisfactory to the Company and the Conversion Agent duly executed by, the Holder or his attorney duly authorized in writing. As promptly as practicable on or after the Conversion Date (as defined below), the Company shall, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and4.07, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder Holder, or on its his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the on conversion of such Convertible Security (or specified portion thereof), thereof in accordance with the provisions of such Board Resolutionthis Article Four together with payment in cash, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 4.03, in respect of any fractional fraction of a share of such Common Stock otherwise issuable upon such conversionconversion or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Section 3.01 by or pursuant to which the form and terms of the Convertible Securities of such series were established, a payment in cash in lieu of shares of Comon Stock. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Conversion Date") on which such notice and such payment, if required, in proper form shall have been received in proper order for conversion by the Company Conversion Agent and such Convertible Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateaforesaid, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable issuable, if any, upon such conversion shall be deemed to have become on the Holder Conversion Date the holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307; provided, no payment or adjustment shall be made however, that upon any conversion such surrender on account of any interest accrued on date when the Securities surrendered for conversion or on account of any dividends on the Common Stock stock transfer books of the Company issued upon shall be closed, the Person or Persons in whose name or name the certificate or certificates for such conversionshares are to be issued, if any, shall be deemed the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the Conversion Notice. In the case of any Security which is converted in part onlyconversion of a portion, upon such conversion but less than all, of a Convertible Security, the Company shall execute execute, and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Convertible Security or Securities of the same series, of authorized denominations, series in the aggregate principal amount equal to the unconverted portion of the principal amount of the surrendered Convertible Security. Except as otherwise expressly provided in this Indenture, no payment or adjustment shall be made for interest accrued on any Convertible Security (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Convertible Security. The right, if any, of a Holder of any Convertible Security to cause the Company to redeem, purchase or repay such SecurityConvertible Security shall terminate at the close of business on the Conversion Date.

Exercise of Conversion Privilege. In order to exercise effect a conversion privilegeconversion, each Holder must complete, execute and deliver at such Holder’s expense during the Holder of a Security of a series with such a privilege shall surrender such Security to the Company Conversion Period at the office of any Conversion Agent a Conversion Notice, on any Business Day between 9:00 am and 3:00 pm local time in the place of the Conversion Agent (notices received after this time are deemed to be delivered on the following Business Day) in the form then obtainable from the office of any Conversion Agent, together, in duplicate, with the Bonds to be converted, and any certificates and other documents as may be required by this Indenture or agency maintained for that purpose under applicable law and confirmation of payment of any taxes, costs, expenses or other payments required to be paid by the Holder pursuant to Section 1002the terms of this Indenture. The Conversion Notice shall contain, accompanied inter alia, an appointment of a local agent by written notice to the Company that the such converting Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from and the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which local agent. The Conversion Notice shall be issuable deemed to have been duly delivered (i) upon receipt when sent via first-class mail or overnight courier, postage prepaid, or international express courier service, (ii) on the date personally delivered to an authorized officer of the Conversion Agent, (iii) on the date transmitted by legible facsimile transmission with a confirmation of receipt or (iv) when sent by email, email will be deemed received at the time and date of transmission shown on the saved sent copy, provided that the receipt by the Conversion Agent shall not be deemed to occur if the converting Holder receives an automated message indicating that the email has not been delivered to the Conversion Agent. Neither the Trustee nor any Agent shall be bound to supervise the proceedings or acts of, and shall not in any way or to any extent be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by any such local agent appointed by such converting Holders. Holders who deposit a Conversion Notice during a Book Closure Period will not be permitted to convert their Bonds until the Business Day following the last day of the Book Closure Period which (if all other conditions to conversion have been fulfilled) will be the Conversion Date for such Bonds. Such Holders will not be allowed to be registered as holders of the Shares until the relevant Conversion Date. The price at which such Bonds will be converted will be the Conversion Price in effect on the Conversion Date. The date on which any Bond and the Conversion Notice (in duplicate) relating thereto, together with any certificates and other documents as may be required under applicable law, are deposited with a Conversion Agent and the payments, if any, required to be paid by the Holder are made is hereinafter referred to as the “Deposit Date”. The Company will deem the person designated in the Conversion Notice as the person in whose name the Shares to be issued upon such conversion are to be registered as the holder of record of the number of Shares (disregarding any retroactive adjustment of the Conversion Price referred to below prior to the time such retroactive adjustment shall be issued. Securities surrendered have become effective), and at such time the rights of such converting Holder as a Holder with respect to the Bonds deposited for conversion shall (if so required by cease. On the Conversion Date, the Company or will deem the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered converting Holder (or its attorney duly authorized in writing; and Securities so surrendered for conversion during designee) to be the period from holder of record of the close number of business on any Regular Record Date Shares to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the issued upon conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution Bonds and, subject to Section 303any applicable limitations then imposed by the applicable French, set forth, or determined United States and Singapore laws and regulations according to the request made in the manner providedrelevant Conversion Notice, in an Officers’ Certificateprocure that, or established in one or more indentures supplemental hereto setting forth the terms of such series of Securityas soon as practicable, and in any event within five (5) Trading Days after the surrender of such Security in accordance with such reasonable procedures as Conversion Date (subject to the Company may prescribeconverting Holder providing the required documents and information for opening a trading account, if necessary), the Company Shares are credited upon conversion to the Euronext Paris-approved securities trading account or, if the Shares are no longer listed or traded on the Euronext Paris, registered as such in the Company’s register of stockholders (the date thereof, the “Registration Date”). The converting Holder (or its designee) should be registered on the share register and there shall issue and shall deliver, at be delivered to the office or agency at which such Security is surrendered, to such Holder or on its written orderlocal agent appointed by the converting Holder, a certificate or certificates for the relevant Shares, registered in the name specified for that purpose in the relevant Conversion Notice or by book-entry, together with any other property or cash required to be delivered upon conversion and such assignments, if any, and other documents (if any) as may be required by applicable law to effect the delivery thereof. With effect from, and including, the Conversion Date, the converting Holder shall, as between it and the Company, be entitled to exercise all rights in respect of the Shares upon conversion for which shall rank in all respects pari passu with the Shares of the Company outstanding on the relevant Registration Date and receive all income or other assets arising out of the Shares (except where such rights, income or other assets accrue by reference to a record date which precedes the relevant Registration Date). If the Conversion Date in relation to any Bond shall be after the record date for any issue, distribution, grant, offer or other event as gives rise to the adjustment of the Conversion Price pursuant to Section 9.5, but before the relevant adjustment becomes effective under the relevant Section, the Company shall procure (in respect of such Bond and upon the relevant adjustment becoming effective) the delivery to the converting Holder (subject to applicable exchange control or other laws or other regulations), of such additional number of full shares Conversion Shares which, when aggregated with the Conversion Shares delivered or to be delivered on conversion of Common Stock issuable upon the relevant Bond, would be equal to the number of Conversion Shares which would have been required to be delivered on conversion of such Security (or specified portion thereof), in accordance with Bond if the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed relevant adjustment to have the Conversion Price had been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Conversion Date. The converting Holder shall be entitled to convert such Security any dividend distributions of the Company if the Conversion Date falls on such date, in which case such conversion shall be deemed a date during the period from January 1 to be effected immediately the fifteen (15) Trading Days (exclusive) prior to the close record date for determination of business on such datestockholders entitled to receipt of dividends. (a) Each Conversion Notice and each fax or email sent in respect of a Conversion Notice pursuant to the foregoing provisions of this Section 9.2 by any Conversion Agent shall indicate the identification code designated below for that Conversion Agent, and shall bear the lowest number previously unused by that Conversion Agent in the sequence of whole numerals starting from one (1) and at such time the rights continuing in uninterrupted sequence upwards, for identification. All confirmatory or subsequent communications (regardless of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock identity of the Company sender or the recipient thereof) with regard to the conversion, receipt, delivery and/or payment of shares and/or any other Bonds, property and cash relating to such Conversion Notice shall bear the same identifying certificate number as well as the identification code of the Conversion Agent. The identification code of the Conversion Agent shall be issuable upon such conversion as follows: “CITILDN” Thus, by way of example, the reference to be used for the fifth Conversion Notice sent to the Company by Citibank, N.A., London Branch as Conversion Agent, and for each letter relating thereto would include the code and identifying certificate number “CITILDN/005.” (b) In case any Bond of a denomination greater than US$200,000 shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above surrendered for partial conversion, and subject to the final paragraph of Section 307ARTICLE II, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall shall, upon receipt of an Officer’s Certificate directing it to do so, authenticate and deliver to or on upon the written order of the Holder thereofso surrendered, at without charge to the expense of the CompanyHolder, a new Security or Securities of the same series, of Bonds in authorized denominations, denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Bond. (c) In the event that the applicable French and United States laws or regulations should be amended, modified or revised after the date hereof, the procedures set forth in Section 9.1 and Section 9.2 shall be so adjusted to comply with such SecurityFrench and United States law or regulations.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security to the Company Conversion Agent at the any time during usual business hours at its office or agency maintained for that the purpose pursuant to Section 1002as provided in this Indenture, accompanied by a fully executed written notice to notice, in substantially the Company form set forth on the reverse of the Security, that the Holder elects to convert such Security or a specified stated portion thereofthereof constitut- ing a multiple 52 of $1,000 in principal amount, and, if such Security is surrendered for con- version during the period between the close of business on any Regular Record Date for such Security and the opening of business on the related Interest Payment Date and has not been called for redemption on a Redemption Date within such period (or on such Interest Payment Date), accompanied also by payment of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of the Security being surrendered for conversion. Such notice shall also state, if different from the name and address of such Holder, state the name or names (with and address) in which the certificate or certificates for of shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the TrusteeConversion Agent) be duly endorsed by by, or be accompanied by a written instrument or instruments of transfer in forms form satisfactory to the Company Com- pany and the Trustee Conversion Agent duly executed by by, the registered Holder or its his attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeaforesaid, the Company shall shall, subject to the provisions of Section 11.07, issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder Holder, or on its his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion on conver- sion of such Security (or specified portion thereof), in accordance with the provisions of such Board ResolutionSecurity and cash, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 11.03, in respect of any fractional fraction of a share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be at the Conversion Price in effect, and shall be deemed to have been effected effected, immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice and such payment, if required, in proper form shall have been received in proper order for conversion re- ceived by the Company Conversion Agent and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateaforesaid, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion conver- sion shall be deemed to have become on the Holder Date of Conversion the holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to ; provided, however, that any such surrender on any date when the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued upon as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such conversionstock transfer books are open but such con- version shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice in proper form. In the case of any Security which is converted in part onlyconversion of a portion, upon such conversion but less than all, of a Security, the Company shall execute execute, and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.or

Exercise of Conversion Privilege. In order to exercise a conversion privilegeConversion of the Series A Preferred Stock may be exercised, in whole or in part, by the Holder by telecopying an executed and completed notice of a Security of a series with such a privilege shall surrender such Security conversion in the form annexed hereto as ANNEX I (the "Conversion Notice") to the Company Corporation. Each date on which a Conversion Notice is telecopied to and received by the Corporation in accordance with the provisions of this SECTION 6.2 shall constitute a Conversion Date. The Corporation shall convert the Series A Preferred Stock and issue the Common Stock Issued at Conversion effective as of the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereofConversion Date. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses)of the persons who are to become the Holders of the Common Stock Issued at Conversion in connection with such conversion. The Holder shall deliver the shares of Series A Preferred Stock to the Corporation by express courier within five (5) in days following the date on which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory telecopied Conversion Notice has been transmitted to the Company and Corporation. Upon surrender for conversion, the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) Series A Preferred Stock shall also be accompanied by payment of an amount equal a proper assignment hereof to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall Corporation or be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyendorsed in blank. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, Conversion Notice and the surrender of such Security in accordance with such reasonable procedures the Series A Preferred Stock being converted as the Company may prescribeaforesaid, the Company Corporation shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenturethis Article 6, and cash (ii) cause to be mailed for delivery to the Holder (X) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such conversion, (Y) cash, as provided therein in Section 6.3, in respect of any fractional share fraction of such Common Stock otherwise a Share issuable upon such conversionconversion and (Z) cash in the amount of unpaid dividends as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such payment, if required, shall have been received in proper order for conversion by Conversion Notice indicates so long as the Company and such Security Series A Preferred Stock shall have been surrendered as aforesaid (unless at such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such datetime, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security the Series A Preferred Stock, as such Security Holder such, shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares Common Shares represented thereby. Except as set forth above The Conversion Notice shall constitute a contract between the Holder and subject to the final paragraph of Section 307Corporation, no payment or adjustment whereby the Holder shall be made upon any conversion on account deemed to subscribe for the number of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security Shares which is converted in part only, it will be entitled to receive upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominationsand, in aggregate principal amount equal to the unconverted portion payment and satisfaction of such Securitysubscription (and for any cash adjustment to which it is entitled pursuant to Section 6.4), to surrender the Series A Preferred Stock and to release the Corporation from all liability thereon. No cash payment aggregating less than $1.50 shall be required to be given to any Holder unless specifically requested by the Holder.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 203) at such office or agency or, if applicable, by notice in accordance with the procedures of the Depositary that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall portion thereof to be issuable on such conversion shall be issuedconverted. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding except in the case of Securities or portions thereof which have been called for redemption during on a Redemption Date within such period) shall also be accompanied by payment 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 such Security then Securities being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner surrendered for conversion; provided, in however, that a Security surrendered for conversion on an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, Interest Payment Date need not be accompanied by a payment and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business interest on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by principal amount of the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall being converted will be entitled to convert such Security paid on such date, in which case such conversion shall be deemed Interest Payment Date to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and on the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented therebyimmediately preceding Record Date. Except as set forth above provided in the Securities and subject to the final last paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock Shares issued upon conversion. Securities shall be 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 foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the conversion date, the Company issued shall issue and shall deliver at such office or agency a certificate or certificates for the number of full Common Shares issuable upon such conversion, together with payment in lieu of any fraction of a share, as provided in Section 1403. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Debt Security of a series with such a privilege to be converted shall surrender such Debt Security to the Company Issuer at any time during usual business hours at the office or agency maintained designated for that such purpose pursuant to Section 1002in the applicable Prospectus Supplement, accompanied by a fully executed written notice notice, with a duplicate original to the Company Trustee in substantially the form set forth on the reverse of the Debt Security, that the Holder holder elects to convert such Debt Security or a stated portion thereof constituting a multiple of $1,000 principal amount (or such other multiple as may be specified portion thereof. Such notice shall also statepursuant to Section 3.01), and, in the case of registered Debt Security, if different from the name and address of such Holder, the name or names Debt Security (with addressi) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so is surrendered for conversion during the period from between the close of business on any the Regular Record Date to for any Interest Payment Date and the opening of business on the next succeeding such Interest Payment Date and (excluding Securities or portions thereof ii) has not been called for redemption during on a Redemption Date within such period) shall , accompanied also be accompanied by payment payment, by certified or official bank check drawn on a bank located in the United States, of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Debt Security (or portion thereof) being surrendered for conversion; provided that no such Security then being converted, and such interest payment need be made if there shall be payable to such registered Holder notwithstanding exist on the conversion Date of such Security, subject to the provisions of Section 307 relating to Surrender a default in the payment of Defaulted Interest interest on the Debt Securities. The notice of conversion shall also state the name or names (with address and tax identification number) in which the certificate or certificates for N.V. Shares shall be delivered and the election of the Holder to receive such N.V. Shares in registered or bearer form or in the form of the depositary receipts issued by N.V. Nederlandsch Administratieen Trustkantoor (“Nedamtrust” and such depositary receipts, the “Nedamtrust Certificates”). Debt Securities surrendered for conversion shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Trustee duly executed by, the Holder or his attorney duly authorized in writing. Debt Securities in bearer form surrendered for conversion must be accompanied by all Coupons maturing subsequent to the date of such conversion failing which the amount of any such missing Coupon or Coupons will be deducted from the principal amount of such Debt Security for the purposes of determining the number of N.V. Shares to be issued upon such conversion. Unless Unilever N.V. is the Issuer, the Trustee, upon surrender of a Debt Security by the CompanyHolder for conversion and receipt of a fully executed notice of conversion with respect thereto pursuant to this Section, shall make demand on the Issuer, and the Issuer shall pay to the Trustee (which demand and payment, in the case of bearer Debt Securities, shall occur outside the United States of America), in immediately available funds, (i) an amount in guilders (based on the noon buying rate on the date of conversion in New York City for cable transfers of Netherlands guilders, as certified by the Federal Reserve Bank of New York) equal to the initial conversion price specified pursuant to Section 3.01 for Debt Securities of such series or the adjusted conversion price in effect at the date of conversion if an adjustment has been made pursuant to Section 15.06 (the “Subscription Price”) multiplied by the number of whole N.V. Shares deliverable to such Holder upon conversion and (ii) an amount in United States dollars, as provided in Section 15.04, in respect of any fraction of an N.V. Share otherwise deliverable upon conversion. As Except in the event the relevant holder has elected to receive Nedamtrust Certificates, upon receipt of such payment from the Issuer, the Trustee shall demand that Unilever N.V. issue or otherwise provide the Trustee with the number of whole N.V. Shares deliverable upon conversion against payment by the Trustee to Unilever N.V. of the Subscription Price per each such N.V. Share, and Unilever N.V. hereby agrees promptly to so issue or otherwise provide such N.V. Shares to the Trustee against such payment; in the case of a bearer Debt Security, such demand and issuance or other provision shall occur outside of the United States of America. In case a holder of convertible Debt Securities has elected to receive Nedamtrust Certificates, Unilever N.V. shall cause such Nedamtrust Certificates to be issued to such holder by Nedamtrust. In such case, upon receipt of the payment referred to above, the Trustee will demand that Unilever N.V. cause the Nedamtrust Certificates to be issued for the relevant number of Ordinary Shares FI. 4 against payment by the Trustee to Unilever N.V. of the Subscription Price for each such Ordinary Share Fl. 4 and Unilever N.V. will promptly cause Nedamtrust Certificates to be issued to or otherwise provided to the Trustee. Promptly upon such purchase, the Trustee will deliver such Nedamtrust Certificates to the relevant holder in satisfaction of such conversion. If Unilever N.V. is the Issuer of the Debt Security to be converted, as promptly as practicable on or after the receipt of such notice and of any payment required pursuant to a Board Resolution andconversion date, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company N.V. shall issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares N.V. Shares issuable upon conversion or shall cause Nedamtrust Certificates to be issued and delivered, together with payment in lieu of Common Stock issuable any fraction of an N.V. Share, as provided in Section 15.04. As promptly as practicable after the purchase by the Trustee of such N.V. Shares (i) the Trustee shall deliver or cause to be delivered to such Holder, or on his written order (which delivery, in the case of N.V. Shares delivered with respect to a bearer debt security, shall occur outside of the United States of America), the number of full N.V. Shares (in registered or bearer form, as the Holder may elect) deliverable upon the conversion of such Security (Debt Security, duly endorsed or assigned as specified portion thereof)by such Holder, in accordance together with the provisions of such Board Resolutionpayment, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 15.04, in respect of any fractional share N.V. Share otherwise deliverable upon conversion and (ii) in the case of conversion of a portion, but less than all, of a Debt Security, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder thereof, without charge to him, a Debt Security or Debt Securities of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to series in the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights aggregate principal amount of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock unconverted portion of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented therebyDebt Security surrendered. Except as set forth above and subject to the final paragraph of Section 307otherwise expressly provided in this Section, no payment or adjustment shall be made upon any on conversion on account of any Debt Security for interest accrued on the Securities surrendered such Debt Security (or portion thereof so converted) or for dividends or distributions on any N.V. Shares issued upon conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Debt Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege(a) Conversion of the Series B Preferred Stock may be exercised, in whole or in part, by the Holder of a Security of a series with such a privilege shall surrender such Security by telecopying an executed and completed Conversion Notice to the Company Corporation. Each date on which a Conversion Notice is telecopied to the Corporation in accordance with the provisions of this Section 6.2 shall constitute a Conversion Date. The Corporation shall convert the Preferred Stock and issue the Common Stock Issued at Conversion, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) of the Persons who are to become the holders of the Common Stock Issued at Conversion in which connection with such conversion. The Holder shall deliver the certificate or certificates for shares of Common Series B Preferred Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and Corporation by express courier within 30 days following the Trustee duly executed by Conversion Date. Upon surrender for conversion, the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) Preferred Stock shall also be accompanied by payment of an amount equal a proper assignment thereof to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall Corporation or be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyendorsed in blank. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than five Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Corporation's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company Corporation shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenturethis Article 6, and cash (ii) cause to delivered by overnight courier to the Holder (y) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such conversion, and (z) cash, as provided therein in Section 6.3, in respect of any fractional share fraction of such a Common Stock otherwise Share issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such payment, if required, shall have been received in proper order for conversion by Conversion Notice indicates so long as the Company and such Security Series B Preferred Stock shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateaforesaid, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security the Series B Preferred Stock, as such Security Holder such, shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented therebythereby and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Corporation, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 6.3), to surrender the Series B Preferred Stock and to release the Corporation from all liability thereon. No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time (i) the Corporation challenges, disputes or denies the right of the Holder thereof to effect the conversion of the Series B Preferred Stock into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 6.2 or (ii) any third party commences any lawsuit or proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder thereof to effect the conversion of the Series B Preferred Stock into Common Shares, then the Holder shall have the right, by written notice to the Corporation, to require the Corporation promptly to redeem the Series B Preferred Stock for cash at a redemption price equal to 135% of the Stated Value thereof together with all accrued and unpaid dividends (whether or not earned or declared, whether or not there were funds legally available for the payment of dividends and whether or not a Dividend Payment Due Date has occurred since the last dividend payment) thereon (the "Mandatory Purchase Amount"). Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Corporation shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in disputing any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under 11 U.S.C. ss. 101 et seq. or any other comparable applicable bankruptcy related law (the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion"Bankruptcy Code"). In the case of event the Corporation is a debtor under the Bankruptcy Code, the Corporation hereby waives to the fullest extent permitted any Security which is converted rights to relief it may have under 11 U.S.C. ss. 362 or any other comparable applicable bankruptcy related law in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order respect of the Holder thereof, at Holder's conversion privilege. The Corporation hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 or any other comparable applicable bankruptcy related law in respect of the Company, a new Security or Securities conversion of the same seriesSeries B Preferred Stock. The Corporation agrees, of authorized denominations, in aggregate principal amount equal without cost or expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362 or any other comparable applicable bankruptcy related law.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a any series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities of such series surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and and, if expressly specified, as contemplated by Section 301, to be applicable to any series of Securities, Securities of such series so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303301, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, the Securities and the surrender of such Security Securities in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities of such series surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security of any series which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver make available for delivery to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same such series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written a duly executed conversion notice to the Company and Maxtor substantially in the form set forth in Section 206 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Quantum Common Stock and Maxtor Common Stock, as the case may be, which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company Company, Maxtor or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company Company, Maxtor and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company and Maxtor shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of the respective Quantum Common Stock and Maxtor Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Quantum Common Stock or Maxtor Common Stock, as the case may be, otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and Maxtor and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company and Maxtor to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Quantum Common Stock of the Company and Maxtor Common Stock shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Quantum Common Stock of the Company or Maxtor Common Stock issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder holder of a Security of a series with such a privilege this Note shall surrender such Security it to the Company at the office or agency maintained for that purpose pursuant to Section 1002principal executive offices of the Company at 8000 Xxxxxxxxxx Xxx, Xxxxx 00, Xxxxxxxxxxxx, Xxxxxxx 00000 accompanied by written notice to the Company that the Holder holder elects to convert such Security or this Note, or, if less than the entire unpaid principal amount hereof is to be converted, the portion hereof to be converted, and, if requested by the Company, by a specified portion thereofduly executed instrument of transfer. Such notice (and any notice by the holder of this Note accompanying surrender of this Note in the event of a Mandatory Conversion) shall also state, if different from the name and address of such Holder, state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Senior Preferred Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly soon as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribethis Note, the Company shall issue and shall deliverdeliver at said offices to the holder of this Note, at the office or agency at which such Security is surrendered, to such Holder or on its his written order, a certificate or certificates for the number of full shares of Common Senior Preferred Stock issuable upon the conversion of such Security this Note (or specified portion thereof), in accordance with the provisions hereof) and provision shall be made for any fraction of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash a share as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversionSection 7.5 hereof. Such conversion (other than a Mandatory Conversion) shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security this Note shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder aforesaid. Conversion shall be entitled to convert such Security on such dateat the Conversion Price in effect at the time of conversion, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder holder of such Security this Note as such Security Holder holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Senior Preferred Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares of Senior Preferred Stock represented thereby. Except as set forth above and subject to the final paragraph Upon conversion of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock only a part of the Company issued upon such conversion. In the case unpaid principal amount of any Security which is converted in part onlythis Note, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereofholder thereof at said offices, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, Note in aggregate principal amount equal to the unconverted portion of such Securityunpaid principal amount, which new Note shall be dated and bear interest from the date to which interest shall have been paid on such unconverted portion.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 206 or the indenture supplemental hereto applicable to such Security stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written notice to the Company that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.1, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a Security of a series with such a privilege any Note to be converted shall surrender such Security Note to the Company at the any time during usual business hours at its office or agency maintained for that the purpose pursuant to Section 1002as provided in this Indenture, accompanied by a fully executed written notice to notice, in substantially the Company form set forth on the reverse of the Note, that the Holder elects to convert such Security Note or a specified stated portion thereof. Such notice shall also statethereof constituting an integral multiple of $1,000 principal amount, and, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so Note is surrendered for conversion during the period from between the close of business on any Regular Record Date to and the opening of business on the next succeeding following Interest Payment Date (excluding Securities or portions thereof and has not been called for redemption during on a Redemption Date which occurs within such period, accompanied (except in the case of the Interest Payment Date occurring on April 4, 2001) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Note being surrendered for conversion, notwithstanding such Security then being converted, and such interest conversion. Such notice of conversion shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be payable to such registered Holder notwithstanding issued. Notes surrendered for conversion shall (if reasonably required by the conversion Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of such Security, subject transfer in form satisfactory to the provisions of Section 307 relating to Company duly executed by, the payment of Defaulted Interest by the CompanyHolder or his attorney duly authorized in writing. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures Note as the Company may prescribeaforesaid, the Company shall shall, subject to the provisions of Section 13.8 hereof, issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder Holder, or on its his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the on such conversion of such Security (or specified portion thereof), Notes in accordance with the provisions of such Board Resolutionthis Article XIII and Cash, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 13.3 hereof, in respect of any fractional fraction of a share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security Note shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateaforesaid, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become on the Holder Date of Conversion the holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to ; provided, however, that any such surrender on any date when the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock stock transfer 61 69 books of the Company shall be closed shall cause the person or persons in whose name or names the certificate or certificates for such shares are to be issued upon to be deemed to have become the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such conversionstock transfer books are open but such conversion shall nevertheless be at the conversion price in effect at the close of business on the date when such Note shall have been so surrendered with the conversion notice. In the case of any Security which is converted in part onlyconversion of a portion, upon such conversion but less than all, of a Note, the Company shall execute as promptly as practicable execute, and the Trustee shall thereafter authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security Note or Securities of Notes in the same series, of authorized denominations, in aggregate principal amount equal to of the unconverted portion of such Securitythe Note surrendered. Except as otherwise expressly provided in this Indenture, no payment or adjustment shall be made for interest accrued on any Note (or portion thereof) converted or for dividends or distributions on any Common Stock issued upon conversion of any Note.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 206 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period -55- 63 beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 206 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (i) Conversion of this Debenture may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Shares Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Shares Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) of the persons who are to become the holders of the Shares Issued at Conversion in which the certificate or certificates for shares of Common Stock which shall be issuable on connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than two (2) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company’s receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (a) issue and shall deliver, the Shares Issued at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Conversion in accordance with the provisions of such Board Resolution, Officers’ Certificate this Article 3 and (b) cause to be mailed for delivery by overnight courier a certificate or supplemental indenture, and cash as provided therein in respect certificate(s) representing the number of any fractional share Shares to which the Holder is entitled by virtue of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of Common Stock of the Company Shares Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (ii) If, at any time after the date of this Debenture, (a) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (b) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, but not the obligation, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred fifty percent (150%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (iii) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Holder thereof, at Holder’s conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

Exercise of Conversion Privilege. In order to exercise a conversion privilegeConversion of this Debenture, as the case may be, may be exercised, in whole or in part, on any Business Day by the Holder of a Security of a series with such a privilege shall surrender such Security by delivering an executed and completed Conversion Notice to the Company at along with the office Debenture or agency maintained for that purpose pursuant Debentures to Section 1002, accompanied by written notice be so converted. The Conversion Notice shall specify the aggregate principal amount of Debentures to be converted. Each date on which a Conversion Notice is delivered to the Company that in accordance with the Holder elects to provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert such Security or a specified portion thereof. Such notice the Debenture and issue the Common Stock Issued At Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued At Conversion shall also state, if different from vest with the name and address of such Holder, effective as of the Conversion Date at the time specified in the applicable Conversion Notice. The Conversion Notice also shall state the name or names (with addressaddresses) in which of the certificate or certificates for shares Persons who are to become the holders of the Common Stock which Issued At Conversion, if any, in connection with such conversion. Upon surrender for conversion, this Xxxxxxxxx shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required accompanied by a proper assignment hereof to the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyblank. As promptly as practicable after the receipt of such notice the Conversion Notice as aforesaid, but in any event not more than five (5) Business Days after the Company's receipt of the applicable Conversion Notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeall associated Debentures, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued At Conversion in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenturethis Article 3, and cash (ii) cause to be mailed for delivery by overnight courier or transmit to the Holder (x) a certificate or certificate(s) representing the number of whole Common Shares, if any, to which the Holder is entitled by virtue of such Conversion, (y) cash, as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise Share issuable upon such conversionConversion and (z) if, upon any Conversion, the Company chooses to pay accrued and unpaid interest in cash, cash in the amount of accrued and unpaid interest on the Debenture being converted as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security Conversion Notice indicates so long as this Debenture shall have been surrendered as aforesaid (unless at such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such datetime, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Stock, if any, Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as set forth above The Conversion Notice shall constitute a contract between the Holder and subject to the final paragraph of Section 307Company, no payment or adjustment whereby the Holder shall be made upon any conversion on account deemed to subscribe for the number of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security Shares which is converted in part only, it will be entitled to receive upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominationsand, in aggregate principal amount equal to the unconverted portion payment and satisfaction of such Security.subscription (and for any cash adjustment to which it is entitled pursuant to

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 206 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Officer's Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Officer's Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security to the Company Issuer at the any time during usual business hours at its office or agency maintained for that the purpose pursuant to Section 1002as provided in this Indenture, accompanied by a fully executed written notice to notice, in substantially the Company form set forth on the reverse of the Security, that the Holder elects to convert such Security or a specified stated portion thereof constituting a multiple of the minimum authorized denomination thereof, and, if such Security is surrendered for conversion during the period between the close of business on any record date for such Security and the opening of business on the related interest payment date (unless such Security shall have been called for redemption on a Redemption Date or Change in Control Repurchase Date within such period or on such interest payment date), accompanied also by payment of an amount equal to the interest payable on such interest payment date on the portion of the principal amount of the Security being surrendered for conversion. A Holder of any Security on a record date for such Security who converts such Security on the related interest payment date will receive the interest payable on such Security, and such converting Holder need not include a payment for any such interest upon surrender of such Security for conversion. Such notice shall also state, if different from the name and address of such Holder, state the name or names (with address) in which the certificate or certificates for shares of Class A Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company Issuer or the Trustee) be duly endorsed by by, or be accompanied by a written instrument or instruments of transfer in forms form satisfactory to the Company Issuer and the Trustee duly executed by by, the registered Holder or its his attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeaforesaid, the Company shall Issuer shall, subject to the provisions of Section 12.7, issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder Holder, or on its his written order, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon the on such conversion of such Security (or specified portion thereof), Securities in accordance with the provisions of such Board Resolutionthis Article and cash, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 12.3, in respect of any fractional fraction of a share of such Class A Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company Issuer and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateaforesaid, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Class A Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become on the Holder Date of Conversion the holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to ; provided, however, that any such surrender on any date when the final paragraph stock transfer books of Section 307, no payment or adjustment the Issuer shall be made upon any conversion on account closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the recordholder or holders thereof for all purposes at the opening of any interest accrued business on the Securities surrendered for next succeeding day on which such stock transfer books are open but such conversion or on account shall nevertheless be at the Conversion Price in effect at the close of any dividends business on the Common Stock of date when such Security shall have been so surrendered with the Company issued upon such conversionconversion notice. In the case of any Security which is converted in part onlyconversion of a portion, upon such conversion but less than all, of a Security, the Company Issuer shall execute execute, and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the CompanyIssuer, a new Security or Securities of in the same series, of authorized denominations, in aggregate principal amount equal to of the unconverted portion of the Security surrendered. Except as otherwise expressly provided in this Indenture, no payment or adjustment shall be made for interest accrued on any Security (or portion thereof) converted or for dividends or distributions on any Class A Common Stock issued upon conversion of any Security; provided, however, that in the case of any Securities which are converted after the close of business on a relevant record date and on or prior to the next succeeding interest payment date, installments of interest which are due and payable on the next succeeding interest payment date shall be payable on such Securityinterest payment date notwithstanding such conversion (unless such Security shall have been called for redemption on a Redemption Date or Change in Control Repurchase Date after the close of business on such record date and prior to the opening of business on such interest payment date) and such interest (whether or not punctually paid or duly provided for) shall be paid to the Holder of such Securities registered as such at the close of business on the relevant record date according to their terms. The Issuer's delivery of the fixed number of shares of Class A Common Stock into which the Securities are convertible will be deemed to satisfy the Issuer's obligation to pay the principal amount of the Securities and all accrued interest that has not previously been (or is not simultaneously being) paid. The Class A Common Stock is treated as issued first in payment of accrued interest and then in payment of principal.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 100210.2, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock Stock, which shall be issuable on such conversion conversion, shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3033.3, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3073.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than two (2) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC cause to be electronically transferred, to Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, but not the obligation, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and fifty (150%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. 362.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Note may be exercised on any Business Day by the Holder of a Security of a series with such a privilege shall surrender such Security Lender by telecopying an executed and completed Conversion Notice to the Company Borrower. Each date on which a Conversion Notice is telecopied to the Borrower in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Borrower shall convert this Note and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Lender, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than five (5) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Borrower’s receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company Borrower shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier (x) a certificate or certificate(s) representing the number of Common Shares to which the Lender is entitled by virtue of such Board Resolutionconversion and (y) cash, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder Lender of such Security this Note, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as set forth above The Conversion Notice shall constitute a contract between the Lender and subject the Borrower, whereby the Lender shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Note and to release the Borrower from all liability thereon (except if and to the final paragraph of Section 307, no extent that any Principal Amount thereof remains unconverted). No cash payment or adjustment aggregating less than $1.00 shall be made upon any required to be given unless specifically requested by the Lender. (b) The Lender shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of event the Borrower is a debtor under the Bankruptcy Code, the Borrower hereby waives to the fullest extent permitted any Security which is converted rights to relief it may have under 11 U.S.C. § 362 in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order respect of the Holder thereof, at Lender’s conversion privilege. The Borrower hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Companyconversion of this Note. The Borrower agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityLender, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Definitive Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank (in the case of any Registered Security), at the office or agency maintained for that purpose pursuant to Section 1002any applicable Place of Conversion, accompanied by written a duly signed and completed conversion notice to substantially in the Company form attached hereto as Exhibit ------- C stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different less than the - entire principal amount thereof is to be converted, the portion thereof to be converted. Each Bearer Security surrendered for conversion must be surrendered together with all Coupons appertaining thereto that mature after the Conversion Date. If any Bearer Security surrendered for conversion shall not be accompanied by all such appurtenant Coupons, the surrender of any or all of such missing Coupons may be waived by the Company, the Guarantor and the Trustee, if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. Matured Coupons not in default (including Coupons maturing on the Conversion Date) will be payable against surrender thereof, and matured Coupons previously surrendered and in default will continue to be payable, notwithstanding the exercise of the right of conversion by the Holder of the Security to which the Coupon appertains. Accrued interest from the name immediately preceding Interest Payment Date until the Conversion Date (and address Additional Amounts, if any, thereon) will be paid, through the Paying Agent, in the same manner as regular payments of such Holderinterest and as provided in Section 307, within five Business Days after the name or names (with address) in which Conversion Date.. The Company's delivery to the certificate or certificates for Holder of the fixed number of shares of Common Stock (or cash or Guarantor Common Stock in lieu thereof, as provided in this Indenture) into which a Definitive Security is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Security. Definitive Securities shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory deemed to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from have been converted immediately prior to the close of business on any Regular Record Date the day of surrender of such Securities for conversion (accompanied by a duly signed and completed conversion notice as contemplated above) in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the opening Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of business such Common Stock at such time; provided, however, that if the Company exercises -------- ------- the Cash Settlement Option or the Stock Settlement Option, then the Person or Persons who were to receive the Common Stock upon conversion shall not be deemed to have ever been a record holder of the Common Stock as to which the Cash Settlement Option or the Stock Settlement Option has been exercised and provided, further, that in the event -------- ------- the Company exercises the Stock Settlement Option, the Person or Persons who elected to convert shall be treated as the record holder of Guarantor Common Stock issuable to such Person or Persons on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal date the Company exercises the Stock Settlement Option. Subject to the interest payable on such Interest Payment Date on the principal amount of such Security then being convertedSection 1201, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As as promptly as practicable on or after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Date, the Company shall issue and shall deliverdeliver to the Trustee, at for delivery to the office or agency at which such Security is surrendered, to such Holder or on its written orderHolder, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion conversion, together with payment in lieu of such Security (or specified portion thereof)any fraction of a share, in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion1203. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such Security to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company (which shall be substantially in the form set forth in Section 203) at such office or agency or, if applicable, by notice in accordance with the procedure of the Depositary that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall portion thereof to be issuable on such conversion shall be issuedconverted. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding except in the case of Securities or portions thereof which have been called for redemption during on a Redemption Date within such period) shall also be accompanied by payment 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 such Security then Securities being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner surrendered for conversion; provided, in however, that a Security surrendered for conversion on an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, Interest Payment Date need not be accompanied by a payment and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business interest on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by principal amount of the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall being converted will be entitled to convert such Security paid on such date, in which case such conversion shall be deemed Interest Payment Date to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and on the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented therebyimmediately preceding Record Date. Except as set forth above provided in the Securities and subject to the final last paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be 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 foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock at such time. As promptly as practicable on or after the conversion date, the Company issued shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with payment in lieu of any fraction of a share, as provided in Section 1403. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege(a) Conversion of this Debenture may be exercised, in whole or in part, on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) of the persons who are to become the holders of the Common Stock Issued at Conversion in connection with such conversion. The Holder shall deliver this Debenture by express courier within thirty (30) days following the date on which the certificate or certificates telecopied Conversion Notice has been transmitted to the Company. Upon surrender for shares of Common Stock which conversion, this Debenture shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required accompanied by a proper assignment hereof to the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyblank. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than three (3) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier to the Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of a Common Share deliverable upon such conversion and (z) cash or, to the extent permitted hereunder, shares of Common Stock otherwise issuable upon such conversionrepresenting the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and thirty-five percent (135%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. Section 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. Section 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such Security.Holder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than two (2) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC cause to be electronically transferred, to Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, but not the obligation, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and twenty-five (125%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. 362.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 10024.02, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Exhibit A stating that the Holder holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holderholder, the name or names (with address) in which the certificate or certificates for shares of Common Stock Stock, which shall be issuable on such conversion conversion, shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 2.12 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3032.03, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307above, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security to the Company Conversion Agent at any time during usual business hours, until and including, but not after the close of business on the second Business Day prior to the Stated Maturity of the principal of such Security, at its office or agency maintained for that the purpose pursuant to Section 1002as provided in this Indenture, accompanied by a fully executed written notice to notice, in substantially the Company form set forth on the reverse of the Security, that the Holder elects to convert such Security or a specified stated portion thereof. Such notice shall also statethereof constituting a multiple of $1,000 in principal amount, and, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so Security is surrendered for conversion during the period from between the close of business on any Regular Record Date to record date for such Security and the opening of business on the next succeeding related Interest Payment Date (excluding Securities or portions thereof and has not been called for redemption during on a Redemption Date within such period) shall , accompanied also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion of the principal amount of the Security being surrendered for conversion. The Holder of any Security at the close of business on any record date for such Security then being converted, and such interest shall be entitled to receive the interest payable to on such registered Holder Security on the corresponding Interest Payment Date notwithstanding the conversion thereof after such record date. Such notice of such Securityconversion shall also state the name or names (and address) in which the certificate or certificates for shares of Common Stock shall be issued (or to whom payment in cash in lieu of Common Stock shall be made). Securities surrendered for conversion shall (if so required by the Company or the Conversion Agent) be duly endorsed by, subject or be accompanied by a written instrument or instruments of transfer in form satisfactory to the provisions of Section 307 relating to Company and the payment of Defaulted Interest by Conversion Agent duly executed by, the CompanyHolder or his attorney duly authorized in writing. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeaforesaid, the Company shall shall, subject to the provisions of Section 1507, issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder Holder, or on its his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the on conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board ResolutionSecurity and cash, Officers’ Certificate or supplemental indenture, and cash as provided therein in Section 1503, in respect of any fractional fraction of a share of such Common Stock otherwise issuable upon such conversionconversion or, if so provided in a Board Resolution, Officers' Certificate or executed supplemental indenture referred to in Sections 201 and 301 by or pursuant to which the form and terms of the Securities of such series were established, cash in lieu of shares of Common Stock. Such conversion shall be at the Conversion Price in effect, and shall be deemed to have been effected effected, immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice and such payment, if required, in proper form shall have been received in proper order for conversion by the Company Conversion Agent and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateaforesaid, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable issuable, if any, upon such conversion shall be deemed to have become on the Holder Date of Conversion the holder or Holders holders of record of the shares represented thereby. Except as set forth above and subject to ; provided, however, that any such surrender on any date when the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock stock transfer books of the Company issued upon shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such conversionshares are to be issued, if any, as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open but such conversion shall nevertheless be at the Conversion Price in effect at the close of business on the date when such Security shall have been so surrendered with the conversion notice in proper form. In the case of any Security which is converted in part onlyconversion of a portion, upon such conversion but less than all, of a Security, the Company shall execute execute, and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of in the same series, of authorized denominations, in aggregate principal amount equal to of the unconverted portion of such Security.the Security surrendered. Except as otherwise

Exercise of Conversion Privilege. In order Conversion of this Note may be exercised by the Company by providing notice via telecopying, mailing or e-mailing as a PDF attachment an executed and completed Conversion Notice to exercise a conversion privilegethe Holder on the Conversion Date. If so exercised, the Holder Company shall convert this Note and issue the Common Stock in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of a Security the Common Stock Issued at Conversion shall vest with the Holder, effective as of a series with such a privilege shall surrender such Security to the Company Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or event not more indentures supplemental hereto setting forth the terms than five (5) Business Days after Holder’s delivery of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier a certificate or certificate(s) representing the number of Common Securities to which the Holder is entitled by virtue of such Board Resolution, Officers’ Certificate or supplemental indentureconversion, and cash cash, as provided therein in respect Section 3.3, as applicable, representing the amount of any fractional share accrued and unpaid interest on this Note as of such Common Stock otherwise issuable upon such conversionthe Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Note, as such Security Holder shall cease (except if and to the extent that any Principal Amount thereof remains unconverted), and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Securities represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Securities shall at such time vest with such Person or Persons. Except as set forth above The Conversion Notice shall constitute a contract between the Holder and subject to the final paragraph of Section 307Company, no payment or adjustment whereby the Holder shall be made upon any conversion on account deemed to subscribe for the number of any interest accrued on the Common Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription to surrender this Note and to release the Company shall execute from all liability thereon (except if and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Securityextent that any Principal Amount thereof remains unconverted).

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company Issuer at the office or agency maintained for that purpose pursuant to Section 1002purpose, accompanied by written notice notice, in the form set forth in or prescribed by such Security, to the Company Issuer that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company Issuer or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company Issuer and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date record date to the opening of business on the next succeeding Interest Payment Date interest payment date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 2.7 relating to the payment of Defaulted Interest defaulted interest by the CompanyIssuer. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3032.4, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company Issuer may prescribe, the Company Issuer shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company Issuer and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company Issuer to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company Issuer shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3072.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company Issuer issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the CompanyIssuer, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written a duly executed conversion notice to the Company substantially in the form set forth in Section 206 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such periodInterest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ ' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date -55- following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion or exchange privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company that the Holder elects to convert or exchange such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate Securities are registered, the name or certificates names in which the securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for shares a primary offering of Common Stock its securities) of the Company which shall be issuable on such conversion or exchange shall be issued. Securities surrendered for conversion or exchange shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion or exchange during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion or exchange of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a certificate primary offering of its securities) of the Company issuable or certificates for the number of full shares of Common Stock issuable deliverable upon the conversion or exchange of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Officer’s Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock common stock otherwise issuable upon such conversionconversion or exchange. Such conversion or exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion or exchange by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion or exchange on a particular date following such surrender and such Holder shall be entitled to convert or exchange such Security on such date, in which case such conversion or exchange shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate securities or certificates property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for shares a primary offering of Common Stock its securities) of the Company shall be issuable or deliverable upon such conversion or exchange shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion or exchange on account of any interest accrued on the Securities surrendered for conversion or exchange or on account of any interest or dividends on the Common Stock securities or property (including securities of other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its securities) of the Company issued or delivered upon such conversionconversion or exchange. In the case of any Security which is converted or exchanged in part only, upon such conversion or exchange the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted or unexchanged portion of such Security.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) of the persons who are to become the holders of the Common Stock Issued at Conversion in connection with such conversion. The Holder shall deliver this Debenture by express courier within thirty (30) days following the date on which the certificate or certificates telecopied Conversion Notice has been transmitted to the Company. Upon surrender for shares of Common Stock which conversion, this Debenture shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required accompanied by a proper assignment hereof to the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyblank. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than three (3) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier to the Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and fifty (150%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Exercise of Conversion Privilege. In order (a) Subject to exercise a conversion privilegesubsection (b) below, the Company shall satisfy the Conversion Obligation with respect to each $1,000 principal amount of Securities tendered for conversion in shares of fully paid Common Stock by delivering (i) for any conversion prior to [●], 2019, on the third Business Day following the relevant Conversion Date or (ii) for any conversion on or after [●], 2019, on the Maturity Date, in each case, a number of shares of Common Stock equal to 1) the aggregate principal amount of Securities to be converted divided by 2) the Conversion Price in effect on the relevant Conversion Date; provided further that the Company will deliver cash in lieu of fractional shares of Common Stock as provided in Section 12.03. (b) Before any Holder of a Security Securities shall be entitled to convert the same as set forth above, such Holder shall 1) in the case of a series Global Securities, comply with such the procedures of the Depositary in effect at that time and, if required, pay all taxes or duties, if any, and 2) in the case of a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002issued in certificated form, accompanied by (a) complete and manually sign and deliver an irrevocable written notice to the Company that Conversion Agent in the Holder elects to convert such Security form set forth in Exhibit A (or a specified portion facsimile thereof. Such notice ) (a “Notice of Conversion”) at the office of the Conversion Agent and shall also state, if different from state in writing therein the name principal amount of Securities to be converted and address of such Holder, the name or names (with addressaddresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock which shall Stock, if any, to be issuable on delivered upon settlement of the Conversion Obligation to be registered, (b) surrender such conversion shall be issued. Securities surrendered for conversion shall (if so required by Securities, duly endorsed to the Company or the Trustee) be duly endorsed by or in blank (and accompanied by instruments of appropriate endorsement and transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliverdocuments), at the office of the Conversion Agent, (c) if required, pay all transfer or agency at which such similar taxes or duties and (d) if required, furnish appropriate endorsements and transfer document. A Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected converted immediately prior to the close of business on the date on which (the “Conversion Date”) that the Holder has complied with the requirements set forth in this subsection (b). No Notice of Conversion with respect to any Securities may be tendered by a Holder thereof if such notice Holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such paymentFundamental Change Repurchase Notice in accordance with the applicable provisions of Section 11.01. If more than one Security shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Securities, if requiredany, that shall have been received be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted thereby) so surrendered. (c) Delivery of the amounts owing in proper order for conversion satisfaction of the Conversion Obligation shall be made by the Company in no event later than the date specified in subsections (a) or (b), as applicable, of this Section 12.02. The Company shall make such delivery by paying the cash amount owed, if any, to the Holder of the Security surrendered for conversion, or such Holder’s nominee or nominees, and/or by issuing, or causing to be issued, and delivering to such Security shall have been surrendered as aforesaid (unless Holder, or such Holder shall have so surrendered such Security and shall have instructed Holder’s nominee or nominees, certificates or a book-entry transfer through the Company Depositary for the number of full shares of Common Stock, if any, to effect the conversion on a particular date following such surrender and which such Holder shall be entitled to convert as part of such Conversion Obligation (together with any cash in lieu of fractional shares). (d) In case any Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such partial conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall shall, as provided in a Company Order, authenticate and deliver to or on upon the written order of the Holder thereof, at the expense of the CompanySecurity so surrendered, without charge to such Holder, a new Security or Securities of the same series, of in authorized denominations, denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. (e) If a Holder submits a Security for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests any shares of Common Stock to be issued in a name other than the Holder’s name. The Company may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Company receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 12.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Security as provided in this Article. (g) Upon the conversion of an interest in a Global Security, the Trustee, or the custodian at the direction of the Trustee, shall make a notation on such Global Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Securities effected through any Conversion Agent other than the Trustee.

Exercise of Conversion Privilege. In order to exercise a conversion privilege, (a) Conversion of this Debenture may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. In addition, Holder shall e-mail the Conversion Notice to xxxxx@xxxxxxx.xxx and xxxxxxx@xxxxxxx.xxx. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than three (3) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC cause to be electronically transferred, to Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. (b) If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, but not the obligation, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and fifty (150%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). (c) The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a Security of a series with such a privilege any Notes to be converted shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 1002Notes, accompanied by written notice notice, to the Company that Conversion Agent at the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateoffice of the Conversion Agent or, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall portion thereof to be issuable on such conversion shall be issuedconverted. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so Notes surrendered for conversion during the period from the close of business on any Regular regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding Securities or portions thereof unless such Notes have been called for redemption during on a Redemption Date within such period) shall also be accompanied by payment 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 Notes being surrendered or delivered for conversion, as the case may be. Except as provided in the immediately preceding sentence or in Section 11.1, no other adjustment shall be made for accrued interest on a converted Note. Within the Business Day on which any Notes and executed Conversion Notice are received by the Conversion Agent, the Conversion Agent shall: (i) notify the Company by facsimile transmission and send by facsimile transmission a copy of such Security then being facsimile (unless the Conversion Agent with which the Note is deposited is itself the Trustee) to the Trustee, of the following: (a) the principal amounts of all Notes deposited on the same occasion by the same Holder which are to be converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable Class A Interests deliverable upon conversion and the conversion name and address of such Security Holder as it appears in the Register and (or specified portion thereof), in accordance with b) the provisions of date such Board Resolution, Officers’ Certificate or supplemental indenture, Notes and cash as provided therein the related executed Conversion Notice were received by it (the "Conversion Date") and the Conversion Price in respect of any fractional share of such Common Stock otherwise issuable upon such conversion; (ii) cancel all Notes delivered with such Conversion Notice and (unless the relevant Conversion Agent is also the Trustee) dispatch such cancelled Notes promptly to or to the order of the Trustee together with a certificate stating the serial numbers (if applicable) of the Notes so delivered; and (iii) dispatch as soon as practicable and in any event within three days after satisfaction by the Holder of all conditions precedent to conversion to the Company, the Conversion Notice and, to the Trustee (unless the relevant Conversion Agent is also the Trustee), a copy thereof. Such conversion Notes shall be deemed to have been effected converted immediately prior to the close of business on the date on which day of surrender of such notice and such payment, if required, shall have been received in proper order Notes to the Conversion Agent for conversion by in accordance with the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateforegoing provisions, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder Holders of such Security Notes as such Security Holder Holders shall cease cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of entitled to receive the Company shall be Class A Interests, issuable upon such conversion shall be deemed to have become treated for all purposes as the Holder record holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion holders of such Security.Class A Interests at such time. As promptly as practicable on or after the Conversion Date, but in no event more than three Business Days after the Conversion Date,

Exercise of Conversion Privilege. In order to exercise a conversion privilege, Conversion of this Debenture ----------------------------------- may be exercised on any Business Day by the Holder of by telecopying an executed and completed Conversion Notice to the Company. Each date on which a Security of a series with such a privilege shall surrender such Security Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date. The Company shall convert this Debenture and issue the Common Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Common Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the office or agency maintained for that purpose pursuant to Section 1002, accompanied by written notice to time specified in the Company that the Holder elects to convert such Security or a specified portion thereofConversion Notice. Such notice The Conversion Notice also shall also state, if different from the name and address of such Holder, state the name or names (with addressaddresses) in which of the certificate or certificates for shares persons who are to become the holders of the Common Stock which shall be issuable on Issued at Conversion in connection with such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Companyconversion. As promptly as practicable after the receipt of such notice and of the Conversion Notice as aforesaid, but in any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in event not more than three (3) Business Days after the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms Company's receipt of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeConversion Notice, the Company shall (i) issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), Issued at Conversion in accordance with the provisions of this Article 3 and (ii) cause to be mailed for delivery by overnight courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC cause to be electronically transferred, to Holder (x) a certificate or certificate(s) representing the number of Common Shares to which the Holder is entitled by virtue of such Board Resolutionconversion, Officers’ Certificate or supplemental indenture(y) cash, and cash as provided therein in Section 3.3, in respect of any fractional share fraction of such a Common Stock otherwise issuable Share deliverable upon such conversionconversion and (z) cash or shares of Common Stock, as applicable, representing the amount of accrued and unpaid interest on this Debenture as of the Conversion Date. Such conversion shall be deemed to have been effected immediately prior to at the close of business on time at which the date on which such notice and such paymentConversion Notice indicates, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security this Debenture, as such Security Holder (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the person or persons Person and Persons in whose name or names any certificate or certificates for shares of the Common Stock of the Company Issued at Conversion shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares Common Shares represented thereby, and all voting and other rights associated with the beneficial ownership of such Common Shares shall at such time vest with such Person or Persons. Except as The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of Common Shares which it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Debenture and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted). No cash payment aggregating less than $1.00 shall be required to be given unless specifically requested by the Holder. If, at any time after the date of this Debenture, (i) the Company challenges, disputes or denies the right of the Holder hereof to effect the conversion of this Debenture into Common Shares or otherwise dishonors or rejects any Conversion Notice delivered in accordance with this Section 3.2 or (ii) any third party who is not and has never been an Affiliate of the Holder commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or public or governmental authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Debenture into Common Shares, then the Holder shall have the right, by written notice to the Company, to require the Company to promptly redeem this Debenture for cash at one hundred and fifty (150%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of redemption. Under any of the circumstances set forth above and subject to above, the final paragraph of Section 307, no payment or adjustment Company shall be made upon responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder). The Holder shall be entitled to exercise its conversion on account privilege notwithstanding the commencement of any interest accrued on case under the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversionBankruptcy Code. In the case of any Security which is converted in part only, upon such conversion event the Company shall execute and is a debtor under the Trustee shall authenticate and deliver Bankruptcy Code, the Company hereby waives to or on the order fullest extent permitted any rights to relief it may have under 11 U.S.C. Sec. 362 in respect of the Holder thereof, at Holder's conversion privilege. The Company hereby waives to the expense fullest extent permitted any rights to relief it may have under 11 U.S.C. Sec. 362 in respect of the Companyconversion of this Debenture. The Company agrees, a new Security without cost or Securities of the same series, of authorized denominations, in aggregate principal amount equal expense to the unconverted portion of such SecurityHolder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. Sec. 362.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section SECTION 1002, accompanied by written notice to the Company at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the name and address of such Holderentire principal amount thereof is to be converted, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall portion thereof to be issuable on such conversion shall be issuedconverted. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding except in the case of Securities or portions thereof which have been called for redemption during on a Redemption Date within such period) shall also be accompanied by payment in immediately available 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 such Security then Securities being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates surrendered for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above provided in the preceding sentence and subject to the final penultimate paragraph of Section SECTION 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock Shares issued upon conversion. Securities shall be 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 foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the conversion date, the Company issued shall issue and shall deliver at such office or agency a certificate or certificates for the number of full Common Shares issuable upon such conversion, together with payment in lieu of any fraction of a share, as provided in SECTION 1404. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Indenture Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder holder of a Security of a series with such a privilege this Note shall surrender such Security it to the Company at the office or agency maintained for that purpose pursuant to Section 1002principal executive offices of the Company at 10000 Xxxxxxxx Xxxx Xxxxxxxxx, accompanied Xxxxxxxxxxxx, Xxxxxxx 00000 xccompanied by written notice to the Company that the Holder holder elects to convert such Security or this Note, or, if less than the entire unpaid principal amount hereof is to be converted, the portion hereof to be converted, and, if requested by the Company, by a specified portion thereofduly executed instrument of transfer. Such notice (and any notice by the holder of this Note accompanying surrender of this Note in the event of a Mandatory Conversion) shall also state, if different from the name and address of such Holder, state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Senior Preferred Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As promptly soon as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribethis Note, the Company shall issue and shall deliverdeliver at said offices to the holder of this Note, at the office or agency at which such Security is surrendered, to such Holder or on its his written order, a certificate or certificates for the number of full shares of Common Senior Preferred Stock issuable upon the conversion of such Security this Note (or specified portion thereof), in accordance with the provisions hereof) and provision shall be made for any fraction of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash a share as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversionSection 7.5 hereof. Such conversion (other than a Mandatory Conversion) shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security this Note shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder aforesaid. Conversion shall be entitled to convert such Security on such dateat the Conversion Price in effect at the time of conversion, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder holder of such Security this Note as such Security Holder holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Senior Preferred Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder holder or Holders holders of record of the shares of Senior Preferred Stock represented thereby. Except as set forth above and subject to the final paragraph Upon conversion of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock only a part of the Company issued upon such conversion. In the case unpaid principal amount of any Security which is converted in part onlythis Note, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereofholder thereof at said offices, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, Note in aggregate principal amount equal to the unconverted portion of such Securityunpaid principal amount, which new Note shall be dated and bear interest from the date to which interest shall have been paid on such unconverted portion.

Exercise of Conversion Privilege. In order to exercise a the conversion privilegeprivilege with respect to any Security in definitive form, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency maintained for that purpose by the Company pursuant to Section 10029.02 of this Indenture, accompanied by (a) written ---- notice to the Company in substantially the form of conversion notice attached to the form of Security attached as Exhibit A hereto at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different from less than the entire principal amount thereof is to be converted, the portion thereof to be converted, (b) the funds, if any, required by this Section 12.02, and (c) if shares or any portion ----- of such Security not to be converted are to be issued in the name and address of such Holdera Person other than the Holder thereof, the name or names (with address) of the Person in which to issue such shares or portion of the certificate Security not converted and the transfer taxes, if any, required to be paid by the Holder pursuant to Section 12.08. ----- In order to exercise the conversion privilege with respect to any interest in a global Security, the beneficial owner must complete, or certificates for shares of Common Stock which shall cause to be issuable on such conversion shall be issued. Securities surrendered completed, the appropriate instruction form for conversion shall (pursuant to the depositary's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such global Security, furnish appropriate endorsements and transfer documents if so required by the Company or the Trustee) be duly endorsed by Trustee or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being convertedother agent, and such interest shall be payable pay the funds if any required by this Section 12.02 and any ----- transfer taxes if required pursuant to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 307 relating to the payment of Defaulted Interest by the Company12.08. ----- As promptly as practicable after satisfaction of the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, requirements for conversion set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeabove, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, deliver to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), thereof in accordance with the provisions of such Board Resolution, Officers’ Certificate this Article and a check or supplemental indenture, and cash as provided therein in respect of any fractional interest in respect of a share of such Common Stock otherwise issuable arising upon such conversion, as provided in Section 12.03. Such In case any Security of a denomination ----- greater than $1.00 shall be surrendered for partial conversion, and subject to Article 2, the Company shall execute and the Trustee shall authenticate and - deliver to the Holder of the Security so surrendered, without charge, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected immediately prior as to the close of business any such Security (or portion thereof) on the date on which such notice and such payment, if required, shall the requirements set forth above in this Section 12.02 have been received in proper order for conversion by the Company and ----- satisfied as to such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such dateor portion thereof), in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons Person in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become on said date the Holder or Holders holder of record of the shares represented thereby; provided however that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Security shall be surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date that has not been called for redemption during such period, shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest that is otherwise payable in cash on such Interest Payment Date on the principal amount being converted; provided however that no such payment need be made to the extent any overdue interest required to be paid in cash shall exist at the time of conversion with respect to any such Security or portion thereof. Except as set forth provided above and subject to the final paragraph of in this Section 30712.02, no payment or other adjustment shall be ----- made upon any conversion on account of any for interest accrued on any Security converted or for dividends on any shares issued upon the Securities surrendered for conversion of such Security as provided in this Article. Upon the conversion of an interest in a global Security, the Trustee (or other conversion agent appointed by the Company), shall make a notation on account such global Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any dividends on conversions of Securities effected through any conversion agent other than the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such SecurityTrustee.

Exercise of Conversion Privilege. In order to exercise a the conversion privilege, the Holder of a any Security of a series with such a privilege to be converted shall surrender such Security Security, duly endorsed or assigned to the Company or in blank, at the any office or agency of the Company maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company at such office or agency that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also stateor, if different less than the entire principal amount thereof is to be converted, the portion thereof to be converted. On conversion of a 2015 Debenture, that portion of accrued Original Issue Discount (and interest, if the Company has exercised its option provided for in Section 1601) attributable to the period from the name and address Issue Date (or, in the case of interest, if the Company has exercised the option provided for in Section 1601, the later of (x) the date of such Holderexercise and (y) the date on which interest was last paid) of the 2015 Debenture through the conversion date with respect to the converted 2015 Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the name or names Holder thereof through delivery of the Common Stock (together with addressthe cash payment, if any, in lieu of fractional shares) in which exchange for the certificate or certificates for shares 2015 Debenture being converted pursuant to the provisions hereof; and the fair market value of such Common Stock which (together with any such cash payment in lieu of fractional shares) shall be issuable on treated as issued, to the extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in Section 1601) accrued through the Conversion Date, and the balance, if any, of such conversion fair market value of such Common Stock (and any such cash payment) shall be issuedtreated as issued in exchange for the Issue Price of the 2015 Debenture being converted pursuant to the provisions hereof. Securities surrendered for conversion shall (if so required by In the event that the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or has exercised its attorney duly authorized in writing; and Securities so option under Section 1601, then any securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on the next succeeding such Interest Payment Date shall (excluding except in the case of Securities or portions thereof which have been called for redemption during on a Redemption Date within such period) shall also be accompanied by payment in immediately available 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 such Security then Securities being converted, surrendered for conversion. Except as provided in the preceding two sentences and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions third paragraph of Section 307 relating 307, no other payment or other adjustment shall be made upon any conversion on account of any Original Issue Discount (and interest, if the Company has exercised its option provided for in Section 1601) accrued on the 2015 Debentures surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the payment close of Defaulted Interest by business on the Companyday of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable procedures as the Company may prescribeconversion date, the Company shall issue and shall deliver, deliver at the such office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion conversion, together with payment in lieu of such Security (or specified portion thereof)any fraction of a share, in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion1404. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Security.