Common use of Exercise of Conversion Right Clause in Contracts

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Securities 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 (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Securities. If shares of Common Stock issuable 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such DebenturesIssuer or in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion to the Company a duly signed conversion notice substantially in the form provided in this Debenture attached to the Note to the Issuer stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures on which the Notes being surrendered for conversion, the conversion notice and any funds as may be required pursuant to the preceding paragraph are delivered to a Conversion Agent in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, and subject to Section 10.08 hereof, the Company, without cost Issuer shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent 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 10.03 hereof. In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee or an Authenticating Agent shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. If shares of Common Stock to be issued upon conversion of a Note that is a Restricted Security (a "Restricted Note"), or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the name Holder of such Restricted Note, such Holder or must deliver to the Conversion Agent a certificate in substantially the form of Exhibit B-1 hereto, dated the date of surrender of such other person as shall have been specified Restricted Note and signed by such Holder and all accrued and unpaid interest Holder, as to compliance with the restrictions on transfer applicable to such Restricted Note. Neither the converted Debenture Trustee nor any Conversion Agent, Note Registrar or portion there upon which transfer agent shall be required to register in a name other than that of the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer Notes any shares of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Restricted Note not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock Province Consideration Units issuable upon conversion shall be treated for all purposes as the record holder or holders of such the LifePoint Common Stock as and after comprising a portion thereof, at such time. Within two days As promptly as practicable on or after the conversion date, the CompanyCompany shall cause to be issued and delivered to such Conversion Agent the Province Consideration Units issuable upon conversion, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, including a certificate or certificates for the number of full shares of LifePoint Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or comprising a portion there upon which the Holder does not elect to receive thereof, together with payment in lieu of any fraction of a share of LifePoint Common StockStock as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of LifePoint Common Stock issuable to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of LifePoint Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. No such payment shall be required upon surrender for conversion if the Notes so surrendered have been called for redemption with a Redemption Date that occurs during the period from the close of business on any Regular Record Date to the close of business on the third Business Day after the Interest Payment Date next succeeding such Regular Record Date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons Persons entitled to receive the Series B Preferred Stock or Common Stock Stock, as the case may be, issuable upon conversion shall be treated for all purposes as the record holder or holders of such Series B Preferred Stock or Common Stock as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Series B Preferred Stock or Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions Notes. If shares of Series B Preferred Stock or Common Stock, as the case may be, to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are necessary to be registered in order a name other than that of the Holder of such Restricted Note, such Holder must deliver to insure the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder shares of Series B Preferred Stock, Common Stock issuable with respect to or Notes issued upon conversion of any such conversion shall be validly issued, fully paid and nonassessableRestricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Any Holder which surrenders any Security for conversion during the period between the close of business on any Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) to be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion). Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified portiona Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) in the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Debentures Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Securities. If shares of Common Stock issuable 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Any Security surrendered for conversion during the period between the close of business on any Regular Record Date and prior to the corresponding Interest Payment Date shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) to be received by the Holder on such Interest Payment Date on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any Holder which during such period surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the redemption date for such Security is on such Interest Payment Date or otherwise) need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent 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 12.3 hereof. 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 the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Securities. 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 name Holder of such Restricted Security, such Holder or must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such other person as shall have been specified Restricted Security and signed by such Holder, 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 Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security (i) not so accompanied by a properly completed certificate or (ii) the Holder does not comply with the applicable restrictions on transfer set forth in Sections 2.7, 2.8 and all 2.9 of this Indenture. The Company hereby initially appoints the Trustee as the Conversion Agent. Except as provided in Section 2.1 and this Article 12, no payment or other adjustment shall be made for interest accrued on any Security converted or for dividends on any shares of Common Stock issued upon conversion of such Security. Accrued and unpaid interest on any Security at the converted Debenture or portion there upon which the Holder does not elect to receive payment time of conversion will be treated as paid in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofstock.

Exercise of Conversion Right. To exercise the (a) In order to effect a conversion rightpursuant to Section 6.1, the Holder of the Debenture shall surrender this Note to the Company such Debenturesand shall give written notice, duly endorsedin substantially the form of Exhibit A attached hereto, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture (a "Conversion Notice") that the Holder elects to convert such Debenturethis Note, or if less than the entire principal amount thereof Minimum Convertible Portion as is to be convertedspecified in the Conversion Notice, into shares of Preferred Stock. Promptly upon receipt of a Conversion Notice and surrender of this Note, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, Company shall issue and deliver deliver, or cause to be issued and delivered, to the Holder the converted Debenture or the person, specified by such Holder, (i) a certificate or certificates for the number of full shares of Common Preferred Stock issuable upon the conversion registered of this Note, or the Minimum Convertible Portion, in accordance with the name provisions of this Section 6, and, (ii) as provided in Section 7, a check or cash in respect of any fractional shares of Preferred Stock issuable upon such Holder or such other person as shall have been specified by such Holder and conversion and, in accordance with Section 13(a), all accrued and but unpaid interest on the principal amount of this Note being converted. The foregoing notwithstanding, except if a Holder exercises its Conversion Right upon a Change of Control or Event of Default, the Company, at its option, may elect to pay the interest accrued on the principal amount of this Note by issuing PIK Interest Shares, with the number of PIK Interest Shares to be issued to be calculated by dividing the amount of interest accrued on the principal amount of this Note or the Minimum Convertible Portion being converted Debenture or portion there upon which on the Optional Conversion Date by the Note Conversion Price then in effect. If the Holder does not elect exercises its Conversion Right upon a Change of Control or Event of Default, the election to receive payment PIK Interest Shares in Common Stocklieu of interest accrued shall be at the option of the Holder. Upon Conversion If less than the entire principal amount of this DebentureNote is being converted, the Company shall take all such actions as are necessary issue and deliver, or cause to be issued and delivered, to the Holder, without charge to the Holder, a new Note in order a principal amount equal to insure that the Common Stock issuable unconverted principal amount of this Note and dated the date of this Note. (b) Each conversion shall be deemed to have been effected on the date (the "Optional Conversion Date") on which this Note shall have been surrendered to the Company and a Conversion Notice with respect to such this Note shall have been received by the Company as described in Section 6.2(a). Any person in whose name any certificate or certificates for shares of Preferred Stock shall be issuable upon conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against deemed to have become the transfer holder of Common Stock issued or issuable upon conversion record of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate shares represented thereby on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofOptional Conversion Date.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee or an Authenticating Agent shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Note that is a Restricted Security (a “Restricted Note”), or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form of Exhibit B-1 hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Note Registrar or transfer agent shall be validly issued, fully paid and nonassessable. The Company shall not close its books against required to register in a name other than that of the transfer Holder of Notes or shares of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Restricted Note not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the (a) In order to effect a conversion rightpursuant to Section 6.1, the Holder of the Debenture shall surrender this Note to the Company such Debenturesand shall give written notice, duly endorsedin substantially the form of Exhibit A attached hereto, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture (a "Conversion Notice") that the Holder elects to convert such Debenturethis Note, or if less than the entire principal amount thereof Convertible Portion as is to be convertedspecified in the Conversion Notice, into shares of Preferred Stock. Promptly upon receipt of a Conversion Notice and surrender of this Note, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, Company shall issue and deliver deliver, or cause to be issued and delivered, to the Holder the converted Debenture or the person, specified by such Holder, (i) a certificate or certificates for the number of full shares of Common Preferred Stock issuable upon the conversion registered of this Note, or the Convertible Portion, as the case may be, in accordance with the name provisions of this Section 6, and, (ii) as provided in Section 7, a check or cash in respect of any fractional shares of Preferred Stock issuable upon such Holder or such other person as shall have been specified by such Holder and conversion and, in accordance with Section 13(a), all accrued and but unpaid interest on the principal amount of this Note being converted. The foregoing notwithstanding, upon exercise of the Conversion Right (except an exercise of the Conversion Right upon a Change of Control or Event of Default), the Company, at its option, may elect to pay the interest accrued on the principal amount of this Note then being converted Debenture by issuing PIK Interest Shares, with the number of PIK Interest Shares to be issued to be calculated by dividing the amount of interest accrued on the principal amount of this Note or portion there upon which the Convertible Portion being converted on the Optional Conversion Date by the Note Conversion Price then in effect. If the Holder does not elect exercises its Conversion Right upon a Change of Control or Event of Default, the election to receive payment PIK Interest Shares in Common Stocklieu of interest accrued shall be at the option of the Holder. Upon Conversion If less than the entire principal amount of this DebentureNote is being converted, the Company shall take all such actions as are necessary issue and deliver, or cause to be issued and delivered, to the Holder, without charge to the Holder, a new Note in order a principal amount equal to insure that the Common Stock issuable unconverted principal amount of this Note and dated the date of this Note. (b) Each conversion shall be deemed to have been effected on the date (the "Optional Conversion Date") on which this Note shall have been surrendered to the Company and a Conversion Notice with respect to such this Note shall have been received by the Company as described in Section 6.2(a). Any person in whose name any certificate or certificates for shares of Preferred Stock shall be issuable upon conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against deemed to have become the transfer holder of Common Stock issued or issuable upon conversion record of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate shares represented thereby on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofOptional Conversion Date.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the any Debenture to be converted shall surrender such Debenture duly endorsed or assigned to the Company such DebenturesIssuer or in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion to the Company a duly signed conversion notice substantially in the form provided in this attached to the Debenture stating that the Holder elects to convert such DebentureDebenture or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures 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 (except in the case of any Debenture whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Debentures being surrendered for conversion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock ADRs issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after ADRs at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Issuer shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate for or certificates representing the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or ADRs issuable upon conversion of this such Debentures, together with payment in lieu of any fraction of a share as provided in Section 9.3. In the case of any Debenture which is converted in any manner that interferes with part only, upon such conversion the timely conversion Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of this Debenturethe Issuer, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Debentures. The Company shall assist Issuer hereby initially appoints the Trustee as the Conversion Agent. The Issuer and cooperate with any the Guarantor hereby agree, and each Holder of Debentures by its purchase thereof shall be deemed to have agreed, that the Conversion Agent shall incur no liability in connection with its obligations under this Debenture required Article 9, except such liability as may result from the Conversion Agent’s gross negligence or willful misconduct. In no event shall the Conversion Agent be liable to make any governmental filings Person, including any Holder, for any consequential, punitive or obtain special damages. The Issuer agrees to indemnify the Conversion Agent for, and to hold it harmless against, any governmental approval prior to and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim (regardless of who asserts such claim) of liability) incurred by the Conversion Agent that arises out of or in connection with its obligations under this Article 9, except such as may result from the conversion gross negligence or willful misconduct of the Conversion Agent or any of its agents or employees. The Guarantor agrees to guarantee the obligations of the Issuer under the preceding sentence. The provisions of this Debenture (including, without limitation, making any filings required to be made by paragraph shall survive the Company). The conversion rights termination of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofthis Supplemental Indenture.

Exercise of Conversion Right. (a) To exercise the conversion rightright with respect to a Security, a Holder must (1) (i) as to a Global Security, deliver a completed conversion notice, the Holder form of the Debenture shall surrender which is provided in Exhibit C, to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture Depositary stating that the Holder elects to convert such DebentureGlobal Security or, or if less than the entire principal Principal amount thereof is to be converted, the specified portion. Debentures portion thereof to be converted, and (ii) as to a Physical Security, deliver a duly signed completed conversion notice and such Physical Security duly endorsed or assigned to the Company or in blank, at the office of any Conversion Agent, and (2) pay any transfer taxes or other applicable taxes or duties, if required. (b) To convert interests in a Global Security, a Holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC's conversion program or must deliver instructions in accordance with Euroclear's or Clearstream's normal operating procedures after application has been made to make the underlying Common Stock eligible for trading on Euroclear or Clearstream, as applicable. (c) To the extent provided in Section 2.1, the Holders of such converted Securities shall be entitled to receive (and retain) any accrued Interest on the Principal amount of such surrendered Securities, if any. (d) Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days after . (e) In the case of any Security which is converted in part only, or a Holder converts less than the Principal amount it owns at such time, upon such conversion datethe Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, without cost a new Security or Securities of authorized denominations in Principal amount equal to the Holderunconverted portion of the Principal amount of such Securities. (f) As promptly as practicable on or after the Conversion Date, the Company shall issue cause to be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person Securities, together with payment in lieu of any fraction of a share as provided in Section 11.3 hereof. The Company hereby initially appoints the Trustee as the Conversion Agent. (g) Securities shall be deemed to have been specified by such Holder and all accrued and unpaid interest converted immediately prior to the close of business on the converted Debenture 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 portion there upon which the Holder does not elect Persons entitled to receive payment in Common Stock. Upon Conversion the shares of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such upon conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against treated for all purposes as the transfer record holder or holders of such shares of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for at such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereoftime.

Exercise of Conversion Right. The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Debentures may be presented for conversion (the "Conversion Agent"). To exercise the conversion right, the Holder of the any Debenture to be converted shall surrender such Debenture duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of the Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Debentures to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureDebenture or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures 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 (except in the case of any Debenture whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Debentures being surrendered for conversion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 5.03 hereof. Upon Conversion In the case of this Debentureany Debenture which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessableDebentures. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of any Note to be converted shall in the Debenture shall case of Global Notes, comply with the procedures of the Depositary in effect at that time, and, in the case of Certificated Notes, surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, unless the Company exercises its right to redeem such Notes during such period in accordance with Article 3. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisionsprovisions (the "Conversion Date"), and at such time the rights of the Holders of such Debentures Notes as Holders shall ceasecease (and all obligations of the Company with respect thereto shall be deemed satisfied, including with respect to the principal amount and any accrued and unpaid interest), and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion dateConversion Date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for or, if applicable, other book-entry confirmation representing 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 10.03 hereof. Except as specifically provided herein, no cash payment or other adjustment will be made on conversion registered in the name of such Holder any Notes for interest accrued thereon or such other person as shall have been specified by such Holder and all accrued for dividends on any Common Stock. Accrued and unpaid interest on will be deemed paid in full rather than canceled, extinguished or forfeited. In the case of any Certificated Note which is converted Debenture or portion there in part only, upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessableNotes. The Company shall not close its books against the transfer If shares of Common Stock to be issued or issuable upon conversion of this Debenture a Restricted Note or portion thereof are to be registered in any manner a name other than that interferes of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit B-1 annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with the timely restrictions on transfer applicable to such Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Restricted Note not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the any Debenture to be converted shall surrender such Debenture duly endorsed or assigned to the Company such DebenturesIssuer or in blank, duly endorsedat the office of any Conversion Agent, accompanied by written a duly signed Conversion Notice of Conversion to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureDebenture or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures 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 (except in the case of any Debenture whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Debentures being surrendered for conversion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock ADSs issuable upon conversion shall be treated by the Company for all purposes as the record holder or holders of the shares to be represented by ADSs at such Common Stock as and time, provided that such Holder complies with such requirements at or before 5:00 p.m. New York City time on such date; if such requirements are complied with after such timetime on such date, the conversion date shall be deemed to be the following Business Day. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Issuer shall cause to be issued and delivered to the Holder, shall issue and deliver to converting Debenture Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or ADSs issuable upon conversion of this such Debentures, together with payment in lieu of any fraction of an ADS share as provided in Section 5.3. In the case of any Debenture which is converted in any manner that interferes with part only, upon such conversion the timely conversion Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of this Debenturethe Issuer, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Debentures. Concurrently herewith, the Issuer is appointing Citibank, N.A. ─ London Branch as the Conversion Agent. The Company shall assist Issuer hereby agrees, and cooperate with any each Holder of Debentures by its purchase thereof shall be deemed to have agreed, that the Conversion Agent shall incur no liability in connection with its obligations under this Debenture required Article 5, except such liability as may result from the Conversion Agent’s gross negligence or willful misconduct. In no event shall the Conversion Agent be liable to make any governmental filings Person, including any Holder, for any consequential, punitive or obtain special damages. The Issuer agrees to indemnify the Conversion Agent for, and to hold it harmless against, any governmental approval prior to and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim (regardless of who asserts such claim) of liability) incurred by the Conversion Agent that arises out of or in connection with its obligations under this Article 5, except such as may result from the conversion gross negligence or willful misconduct of the Conversion Agent or any of its agents or employees. The provisions of this Debenture (including, without limitation, making paragraph shall survive the termination and any filings required to be made by the Company). The conversion rights modification or amendment of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofthis Supplemental Indenture.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Any Security surrendered for conversion during the period between the close of business on any Regular Record Date and prior to the corresponding Interest Payment Date (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) to be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any Holder which during such period surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the Redemption Date for such Security is on such Interest Payment Date or otherwise) need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Securities. If shares of Common Stock issuable 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company hereby initially appoints the Trustee as the Conversion Agent. Except as provided in Section 2.1 and this Article 12, no payment or other adjustment shall not close its books against the transfer be made for interest accrued on any Security converted or for dividends on any shares of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofSecurity.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures To the extent provided in Section 2.1, Notes 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 (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest and Additional Interest, if any, to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 12.8. To the extent provided in Section 2.1, Notes which have been called for redemption after November 1, 2008 by the Company in a notice of redemption pursuant to Section 10.4, and are converted prior to redemption, shall not require such concurrent payment to the Company upon surrender for conversion, and if converted during the time period set forth in the preceding sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes, and Additional Interest, if any. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Security, or Notes to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent the conversion notice in substantially the form set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the any Debenture to be converted shall surrender such Debenture duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Debenture to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureDebenture or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. To the extent provided in Section 2.1, Debentures 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 (except in the case of any Debenture whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest and Liquidated Damages, if any, to be received on such Interest Payment Date on the principal amount of Debentures being surrendered for conversion. To the extent provided in Section 2.1, Debentures which have been called for redemption by the Company in a notice of redemption pursuant to Section 10.4, and are converted prior to redemption, shall not require such concurrent payment to the Company upon surrender for conversion, and if converted during time period set forth in the preceding sentence, the Holders of such converted Debentures shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Debentures,and Liquidated Damages, if any. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Debenture which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Debentures. If shares of Common Stock issuable to be issued upon conversion of a Restricted Security, or Debentures to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Debenture set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Debentures issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To In order to exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security, duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat any office or agency of the Company maintained for that purpose pursuant to Section 9.2, accompanied by written Notice of Conversion notice to the Company in the form provided in this Debenture at such office or agency that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures 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 such Interest Payment Date shall (except in the case of Securities or portions thereof that have been called for redemption on a Redemption Date within such period) 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 Securities being surrendered for conversion. Except as provided in the preceding sentence and in Section 3.7, 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 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 Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after Shares at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost to the Holder, Company shall issue and deliver to Holder the converted Debenture at such office or the person, specified by such Holder, agency a certificate or certificates for the number of full shares of Common Stock Shares issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fractional share, as provided in Section 12.3. Upon Conversion In the case of this Debentureany Security that is converted in part only, upon such conversion the Company shall take all such actions as are necessary in order execute and the Trustee shall authenticate and deliver to insure that the Common Stock issuable with respect to such conversion shall be validly issuedHolder thereof, fully paid and nonassessable. The Company shall not close its books against at the transfer expense of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights , a new Security or Securities of any Debenture subject authorized denominations in aggregate principal amount equal to redemption hereunder shall terminate on the Redemption Date for such Debenture unless portion of the Company has failed to pay to Holder thereof the Redemption Price principal amount of such Debenture or portion thereofSecurity not converted.

Exercise of Conversion Right. To The conversion rights provided under this Section 1.3 may be exercised in whole or in part and at any time and from time to time while any Warrants remain outstanding, subject to the suspension of this Conversion Right during periods when the Warrant Shares are the subject of an effective registration statement. In order to exercise the conversion rightprivilege, the Holder of the Debenture shall surrender to the Company such DebenturesCompany, duly endorsedat its offices, this Warrant certificate accompanied by written a duly completed Notice of Conversion to the Company in the form provided in attached hereto as Exhibit 2. The presentation and surrender shall be deemed a waiver of the Holder's obligation to pay all or any portion of the aggregate purchase price payable for the shares of Stock issuable upon exercise of this Debenture that the Holder elects to convert such Debenture, Warrant. This Warrant certificate (or if less than the entire principal amount so much thereof is to be converted, the specified portion. Debentures as shall have been surrendered for conversion) shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Warrant certificate for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures . As promptly as Holders shall cease, and the person practicable on 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, Company shall issue and shall deliver to the Holder the converted Debenture or the person, specified by such Holder, (i) a certificate for or certificates representing the largest number of full whole shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon to which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issuedentitled as a result of the conversion rounded up or down to the nearest whole share, fully paid and nonassessable(ii) if the Warrant certificate is being converted in part only, a new certificate in principal amount equal to the unconverted portion of the Warrant certificate. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in Warrant pursuant to this Section 1.3 is intended to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code and the Company agrees to report any manner that interferes with the timely conversion of this DebentureWarrant as such. The Company shall assist and cooperate with any Holder For all purposes of this Debenture required Warrant, any reference herein to make any governmental filings or obtain any governmental approval prior the exercise of this Warrant shall be deemed to or in connection with include a reference to the conversion of this Debenture (including, without limitation, making any filings required to be made by Warrant into Stock in accordance with the Company). The conversion rights terms of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofSection 1.3.

Exercise of Conversion Right. To (i) In order to exercise the conversion rightright with respect to any Debenture in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose in The City of New York or, at the option of the Holder of such Debenture, the Corporate Trust Office, such Debenture with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Debenture duly endorsed for transfer, accompanied by the funds, if any, required by this Section 10.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for any shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by payment of transfer or similar taxes, if required pursuant to Section 10.07. In addition, if the conversion is being made pursuant to the exercise of the Fundamental Change Option, the conversion notice shall so state. (ii) In order to exercise the conversion right with respect to any interest in a Global Security, the beneficial owner must arrange for its broker, dealer or other DTC participant to complete, or cause to be completed, the appropriate instruction form for conversion 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 required by the Company or the Trustee or conversion agent; and pay the funds, if any, required by this Section 10.02 and any transfer taxes if required pursuant to Section 10.07. (iii) The date on which all requirements for conversion set forth herein are satisfied is herein referred to as the “Conversion Date.” (iv) The Company will deliver the Common Stock, and cash in lieu of fractional shares, if any, as promptly as practical after the Conversion Date, but in no event later than three Business Days thereafter. (v) The Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on the Conversion Date the holder of record of the shares represented thereby. All anti-dilution adjustments to the Conversion Rate and determinations as to entitlement to interest on the converted Debentures shall be carried out through that date in respect of the Debentures converted and upon that date the Holder will no longer be a Holder of such Debentures, subject to the rights of such Holder to receive any adjustment pursuant to Section 10.03. (vi) Upon receipt of written confirmation from the Company of the conversion of an interest in a Global Security, the Trustee (or other conversion agent appointed by the Company), or the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), 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 conversions of Debentures. (vii) In case any Debenture of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures 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 as and after such time. Within two days after the conversion date, the Companyso surrendered, without cost charge to the Holder, shall issue and deliver to Holder the converted a new Debenture or Debentures in authorized denominations in an aggregate Principal Amount equal to the person, specified by such Holder, a certificate for unconverted portion of the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this surrendered Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note, duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the specified office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form set forth in the form Note attached to this Indenture, to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes surrendered for conversion, other than those called for Provisional Redemption or Optional Redemption, after the close of business on any Regular Record Date but prior to the opening of business on the next succeeding Interest Payment Date shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. No such payment will be required if the Notes have been called for Provisional Redemption or Optional Redemption. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures The date a Holder complies with these requirements for any Securities shall be the "CONVERSION DATE" with respect to such Securities. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisionsConversion Date, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days Except as provided above in this Section 12.02, no adjustment shall be made for interest and Liquidated Damages, if any, accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article 12. As promptly as practicable on or after the conversion date, but in no event later than the Companyfifth Business Day thereafter, without cost the Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.03 hereof. Upon Conversion In the case of this Debentureany Security that is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Securities. If shares of Common Stock issuable 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, 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 Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company hereby initially appoints the Trustee as the Conversion Agent. Delivery to the Holder of Securities of the full number of shares of Common Stock into which the Securities are convertible pursuant to the terms of this Article 12 shall be deemed to satisfy the Company's obligation with respect to such conversion Securities. Accordingly, any accrued but unpaid interest shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required deemed to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture paid in full upon conversion, rather than cancelled, extinguished or portion thereofforfeited.

Exercise of Conversion Right. To exercise Each holder of Series E Preferred Stock desiring to convert any or all of such shares into shares of Common Stock pursuant to Section 5.4(a) shall surrender the certificate or certificates representing the shares of Series E Preferred Stock being converted, duly assigned or endorsed for conversion right(or accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation, the Holder offices of the Debenture shall surrender transfer agent for the Series E Preferred Stock, or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the Company such Debentures, duly endorsedholders of the Series E Preferred Stock by the Corporation or the transfer agent for the Series E Preferred Stock, accompanied by written Notice notice of Conversion conversion. Such notice of conversion shall specify (a) the number of shares of Series E Preferred Stock to be converted, and (b) the Company address to which such holder wishes delivery to be made of such new certificates to be issued upon such conversion. Upon surrender of a certificate representing a share or shares of Series E Preferred Stock for conversion pursuant to Section 5.4(a), the Corporation shall, within five (5) business days of such surrender, issue, and send (with receipt to be acknowledged) to or upon the written order of such holder, at the address designated by such holder, a certificate or certificates for the number of validly issued, fully paid, and non-assessable shares of Common Stock to which such holder shall be entitled upon conversion and cash with respect to any fractional interest in the form a share of Common Stock as provided in this Debenture Section 5.4(d). In the event that the Holder elects to convert such Debenturethere shall have been surrendered a certificate or certificates representing shares of Series E Preferred Stock, or if less than the entire principal amount thereof is only part of which are to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, Corporation shall issue and deliver to Holder or upon the converted Debenture written order of such holder a new certificate or certificates representing the personnumber of shares of Series E Preferred Stock which shall not have been converted. Upon the occurrence of any automatic conversion of the outstanding Series E Preferred Stock, specified the holders of such stock shall surrender the certificates representing such shares at the principal executive office of Corporation, the offices of the transfer agent for the Series E Preferred Stock, or such other place as may be designated by the Corporation. Thereupon, there shall be issued and delivered to each such Holderholder, promptly at such office and in the name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of into which such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest Series E Preferred Stock was convertible on the converted Debenture or portion there upon date on which the Holder does not elect to receive payment such automatic conversion occurred and cash in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price fraction of such Debenture or portion thereofa share as provided in Section 5.4(d).

Exercise of Conversion Right. To exercise the conversion rightright in respect of a Physical Security, the Holder must: (a) complete the conversion notice on the reverse of such Security (or a facsimile thereof); (b) deliver such completed conversion notice and such Security to be converted to the office of the Debenture Conversion Agent; (c) furnish appropriate endorsement and transfer documents; (d) pay all funds required, if any, relating to interest on such Security to be converted to which such Holder is not entitled; and (e) pay all taxes or duties, if any. To exercise the conversion right in respect of a beneficial interest in a Global Security, the holder of such beneficial interest must comply with the clauses (c), (d) and (e) of the preceding sentence and deliver to the Depositary the appropriate instruction form for conversion pursuant to the Depositary’s conversion program in accordance with the Applicable Procedures. Securities 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 (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall surrender be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion an amount equal to the Company in interest to be received on such Interest Payment Date on the form provided in this Debenture principal amount of Securities being surrendered for conversion; provided, however, that no such payment need be made (a) if a Repurchase Date following a Fundamental Change occurs on a date that is after a Regular Record Date and on or prior to the Holder elects next Interest Payment Date, (b) only to convert the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such DebentureSecurity, (c) if a Redemption Date for the Securities occurs on a date that is after a Regular Record Date and on or prior to the next Interest Payment Date, or if less than (d) the entire principal amount thereof is to be convertedSecurities are surrendered for conversion on or after September 13, the specified portion2012. Debentures Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Securities. If shares of Common Stock issuable 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the The right of conversion right, attaching to any Debenture may be exercised by the Holder of by delivering the Debenture shall surrender to at the Company such Debentures, duly endorsed, accompanied by written Notice office or agency of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be convertedBorough of Manhattan, the specified portionCity of New York, at any other office or agency of the Company maintained for such purpose and at the office or agency of any additional conversion agent appointed by the Company, accompanied by a duly signed and completed notice of conversion, a copy of which may be obtained from the Trustee and any conversion agent. Debentures The conversion date shall be deemed to have been converted immediately prior to the close of business date on which the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, Debenture and the person duly signed and completed notice of conversion are so delivered. As promptly as practicable on 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, Company shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, Trustee a certificate or certificates for the number of full shares of Common Stock common stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stock. Upon Conversion lieu of this Debentureany fraction of a share or, at the Company shall take all Company's option, rounded up to the next whole number of shares; such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion certificate shall be validly issued, fully paid and nonassessablesent by the Trustee to the conversion agent for delivery to the Holder. The Company shall not close its books against the transfer Such shares of Common Stock issued or common stock issuable upon conversion of this Debenture the Debentures, in any manner that interferes accordance with the timely provisions of the Indenture, shall be fully paid and nonassessable and will also rank pari passu with the other shares of the common stock outstanding from time to time. Holders that surrender Debentures for conversion on a date that is not an Interest Payment Date shall not be entitled to receive any interest for the period from the next preceding Interest Payment Date to the date of this Debentureconversion, except as described below. The Company However, Holders of Debentures on a Record Date, including Debentures surrendered for conversion after the Record Date, shall assist and cooperate with receive the interest payable on such Debentures on the next succeeding Interest Payment Date. Accordingly, any Holder Debenture surrendered for conversion during the period from the close of this Debenture business on a Record Date to the opening of business on the next succeeding Interest Payment Date must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Debentures being surrendered for conversion; provided, however, that no such payment shall be required to make any governmental filings or obtain any governmental approval prior to or in connection with upon the conversion of this any Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof) that is eligible to be delivered for repurchase if, as a result, the right to convert such Debenture would terminate during the period between such Record Date and the close of business on the next succeeding Interest Payment Date. No other payment or adjustment for interest, or for any dividends in respect of common stock, shall be made upon conversion. Holders of common stock issued upon conversion shall not be entitled to receive any dividends payable to holders of common stock as of any record date before the close of business on the conversion date.

Exercise of Conversion Right. (i) To exercise the conversion rightConversion Right, the Holder Bondholder must deliver at its own expense during the Conversion Period to the Principal Conversion Agent via its Custodian and the Clearing System a duly completed and executed exercise notice (the "Conversion Notice") (which may be by fax) using a form (from time to time current) obtainable from the Principal Conversion Agent which must be received by the Principal Conversion Agent by 4:00 p.m. (Frankfurt time) on the last day of the Debenture shall surrender Conversion Period at the latest. The Conversion Notice is irrevocable and will, among other things: (A) state the name, date of birth and address (natural persons) or name, domicile and address (legal persons) as well as the fax number and email address of the exercising Bondholder; (B) specify the aggregate principal amount of Bonds with respect to which the Conversion Right will be exercised; (C) designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Settlement Shares are to be delivered; (D) give directions to the Company such DebenturesPrincipal Conversion Agent for the payment of any cash amount which the Bondholder is entitled to receive in accordance with these Terms and Conditions and which are to be paid by way of transfer to a US dollar denominated cash account; (E) in the case of a Take-over Bid and a Conditional Conversion Notice designate the securities account of the Bondholder or its nominee at a participant in, duly endorsedor account holder of, accompanied by written Notice of Conversion the Clearing System to which the Company Bonds delivered for conversion are to be redelivered if no Acceptance Event occurs; and (F) contain the certifications and undertakings set out in the form provided of the Conversion Notice relating to certain legal restrictions of the ownership of the Bonds and/or the Settlement Shares. If the Bondholder fails to deliver the above mentioned certifications and undertakings, the Issuer will not deliver any Settlement Shares or pay any amount of cash in this Debenture respect of such a Conversion Notice. (ii) The exercise of the Conversion Right further requires that the Holder elects Bonds to convert such Debenturebe converted will be delivered to the Principal Conversion Agent by transferring the Bonds to the account of the Principal Conversion Agent (book entry transfer or assignment) by 4:00 p.m. (Frankfurt time) on the last day of the Conversion Period at the latest. (iii) Upon fulfilment of all requirements specified in § 8(b)(i) and (ii) for the exercise of the Conversion Right, or if less than the entire Principal Conversion Agent will verify whether the aggregate principal amount thereof is of Bonds delivered to be convertedthe Principal Conversion Agent exceeds or falls short of the aggregate principal amount of Bonds specified in the Conversion Notice. If the aggregate principal amount of Bonds specified in the Conversion Notice exceeds or falls short of the aggregate principal amount of Bonds in fact delivered, the Principal Conversion Agent will determine the Aggregate Conversion Principal Amount on the basis of the lower of the following amounts: (A) the aggregate principal amount of Bonds set forth in the Conversion Notice; or (B) the aggregate principal amount of Bonds in fact delivered for conversion. Any Bonds delivered in excess of the number of Bonds specified portion. Debentures shall in the Conversion Notice will be deemed to have been converted immediately prior redelivered to the close of business on the day of surrender of such Debentures for conversion Bondholder at its cost. The Principal Conversion Agent will act in accordance with the foregoing provisions, and at such time the rights regulations of the Holders of such Debentures as Holders shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall Clearing System. (iv) The Conversion Right will be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest validly exercised on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessableDate. The Company shall not close its books against term "Conversion Date" has the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.following meaning:

Exercise of Conversion Right. To exercise the conversion rightConversion Right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such succeeding Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes duly converted pursuant to this Article 10 shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisionsprovisions (the "Conversion Date"), and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion dateConversion Date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions Notes. If shares of Common Stock to be issued upon conversion of a Restricted Note, or shares of Common Stock and Notes to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such 55 Restricted Note and signed by such Holder, as are necessary to compliance with the restrictions on transfer applicable to such Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in order a name other than that of the converting Holder, shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. If a certificate of Common Stock is issued upon the conversion of a Note that is subject to insure that restrictions on transfer and bearing the Legend or the transfer, exchange or replacement of a certificate of Common Stock subject to restrictions on transfer and bearing the Legend, or if a request is made to remove the Legend on a certificate of Common Stock, the certificate of Common Stock so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Common Stock issuable transfer agent (currently, American Stock Transfer & Trust Company), such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with respect the provisions of Rule 144A or Rule 144 under the Securities Act or that such certificate of Common Stock is not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Common Stock transfer agent of the sale of such conversion Common Stock pursuant to a registration statement that is effective at the time of such sale, the Common Stock transfer agent, at the written direction of the Company, shall deliver a certificate of Common Stock that does not bear the Legend. If the Legend is removed from the certificate of Common Stock and the Common Stock is subsequently held by an Affiliate of the Company, the Legend shall be validly issued, fully paid and nonassessablereinstated. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such DebenturesIssuers or in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion to the Company a duly signed conversion notice substantially in the form provided in this Debenture attached to the Note to the Issuers stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuers of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion; provided, however, that if such Notes have been called for redemption on a Redemption Date that occurs after a Regular Record Date and on or prior to the third Business Day after the Interest Payment Date to which it relates, no such payment shall be required. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Issuers shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent 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 10.03 hereof. In the case of any Note which is converted in part only, upon such conversion the Issuers shall execute and the Trustee or an Authenticating Agent shall authenticate and deliver to the Holder thereof, at the expense of the Issuers, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. If shares of Common Stock to be issued upon conversion of a Note that is a Restricted Security (a "Restricted Note"), or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the name Holder of such Restricted Note, such Holder or must deliver to the Conversion Agent a certificate in substantially the form of Exhibit B-1 hereto, dated the date of surrender of such other person as shall have been specified Restricted Note and signed by such Holder and all accrued and unpaid interest Holder, as to compliance with the restrictions on transfer applicable to such Restricted Note. Neither the converted Debenture Trustee nor any Conversion Agent, Note Registrar or portion there upon which transfer agent shall be required to register in a name other than that of the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer Notes or shares of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Restricted Note not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures To the extent provided in Section 2.1, Notes 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 (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest and Additional Interest, if any, to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 12.8. To the extent provided in Section 2.1, Notes which have been called for redemption by the Company in a notice of redemption pursuant to Section 10.4, and are converted prior to redemption, shall not require such concurrent payment to the Company upon surrender for conversion, and if converted during the time period set forth in the preceding sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes, and Additional Interest, if any. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Security, or Notes to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent the conversion notice in substantially the form set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. (a) To exercise the conversion rightright with respect to a Physical Note, a Holder must (1) complete a conversion notice, the Holder form of the Debenture shall surrender which is provided in Exhibit C, to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture Depositary stating that the Holder elects to convert such DebenturePhysical Note or, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures portion thereof to be converted, (2) deliver duly signed completed conversion notice and the Physical Note duly endorsed or assigned to the Company or in blank, at the office of any Conversion Agent, (3) pay all Interest and Additional Interest, if any, to which the Holder is not entitled, if any, pursuant to Section 2.1(e) and (4) pay any transfer taxes or other applicable taxes or duties, if required. (b) To convert interests in a Global Note issued pursuant to Rule 144A, a Holder must deliver to the Depositary the appropriate instruction form for conversion pursuant to the Depositary's conversion program. (c) To the extent provided in Section 2.1(e), Notes 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 shall be accompanied by payment by such Holder in immediately available funds to the Company of an amount equal to the Interest to be received on such Interest Payment Date on principal amount of Notes being surrendered for conversion. (d) Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion and completion of the other conversion requirements in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons Persons entitled to receive the shares of Common Stock issuable (or, at our election pursuant to Section 12.12, cash or a combination of cash and shares of Common Stock), upon conversion shall be treated for all purposes as the record holder or holders of any such shares of Common Stock as and after at such time. Within two days after . (e) In the case of any Note which is converted in part only, or a Holder converts less than the principal amount it owns at such time, upon such conversion datethe Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, without cost a new Note or Notes of authorized denominations in principal amount equal to the Holderunconverted portion of the principal amount of such Note. (f) Subject to Section 12.12, as promptly as practicable on or after the Conversion Date, the Company shall issue cause to be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered of such Notes, together with payment in lieu of any fraction of a share as provided in Section 12.3 hereof. The Company hereby initially appoints the name Trustee as the Conversion Agent. (g) A Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising the option of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, require the Company shall take all to purchase such actions as are necessary Note may be converted only if such notice of exercise is withdrawn in order accordance with Section 11.2. (h) A Holder of Notes is not entitled to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer any rights of a holder of Common Stock until such Holder has converted its Notes to Common Stock, and only to the extent such Notes are deemed to have been converted into Common Stock pursuant to this Article 12. (i) If shares of Common Stock to be issued or issuable upon conversion of this Debenture a Note which is a Restricted Security, or shares of Common Stock to be issued upon conversion of a Restricted Security in any manner part only, are to be registered in a name other than that interferes of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in Exhibit D annexed hereto, dated the date of surrender of such Note and signed by such Holder, as to compliance with the timely restrictions on transfer applicable to such Note. None of the Trustee, any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder of shares of Common Stock or Notes issued upon conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Note not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee or an Authenticating Agent shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Note that is a Restricted Security (a "RESTRICTED NOTE"), or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form of Exhibit B-1 hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Note Registrar or transfer agent shall be validly issued, fully paid and nonassessable. The Company shall not close its books against required to register in a name other than that of the transfer Holder of Notes or shares of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Restricted Note not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Any Holder which surrenders any Security for conversion during the period between the close of business on any Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) to be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the Redemption Date for such Security is on such Interest Payment Date or otherwise), need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Securities. If shares of Common Stock issuable 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes surrendered for conversion, other than those called for Provisional Redemption or Optional Redemption, 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. No such payment will be required if the Notes are called for Provisional Redemption or Optional Redemption. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company or in blank, at the office of any agent appointed by the Company for such Debenturespurpose from time to time (each, duly endorseda "Conversion Agent"), accompanied by written Notice of Conversion to the Company a duly signed conversion notice substantially in the form provided in this Debenture attached to form of Note appearing as Annex A hereto stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notwithstanding any provisions of this Article Four or the Notes to the contrary, the right to convert any Global Note (or portion thereof), including the giving of the aforesaid conversion notice and the surrender of Global Notes (or portions thereof) for conversion, shall be exercised in accordance with the Depository's customary procedures as in effect from time to time. Except as set forth in the following paragraph, no adjustment or payment will be made on conversion of any Notes for interest accrued thereon. The Company's delivery to a Holder of the full number of shares of Common Stock into which a Note is convertible, together with any cash payment for fractional shares, shall be deemed to satisfy the Company's obligation to pay the principal of such Note and, except as set forth in the following paragraph, to satisfy the Company's obligation to pay accrued interest on such Note attributable to the period from the most recent Interest Payment Date to the conversion date. Notwithstanding the provisions described in the immediately preceding paragraph or any other provisions of the Indenture or the Notes to the contrary, if any Notes are converted after the close of business on a Regular Record Date for the payment of interest on the Notes and on or prior to the next succeeding Interest Payment Date for the Notes, the Persons who were the Holders of such Notes at the close of business on such Regular Record Date shall receive the interest payable on such Notes on such Interest Payment Date (being the full amount of interest accrued to such Interest Payment Date) notwithstanding such conversion. Notes converted after the close of business on any Regular Record Date for the payment of interest on the Notes but prior to the opening of business on the next succeeding Interest Payment Date for the Notes shall, upon surrender for conversion, be accompanied by funds in an amount equal to the amount of interest payable on such Interest Payment Date on the principal amount of Notes being surrendered for conversion; provided, however, that if such Notes have been called for redemption on a Redemption Date that occurs after such Regular Record Date and on or prior to the third Business Day after such Interest Payment Date, no such payment shall be required. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to be issued and delivered to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, applicable Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with cash payment in Common Stocklieu of any fraction of a share as provided in Section 403 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all such actions as are necessary in order execute and the Trustee or an Authenticating Agent shall authenticate and deliver to insure that the Common Stock issuable with respect to such conversion shall be validly issuedHolder thereof, fully paid and nonassessable. The Company shall not close its books against at the transfer expense of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights , a new Note or Notes of any Debenture subject authorized denominations in an aggregate principal amount equal to redemption hereunder shall terminate on the Redemption Date for such Debenture unless principal amount of the Company has failed to pay to Holder thereof the Redemption Price unconverted portion of such Debenture or portion thereofNotes.

Exercise of Conversion Right. The Company shall maintain or cause to be maintained in the Borough of Manhattan, the City of New York, an office or agency where Notes may be presented for conversion (the "Conversion Agent"). To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of the Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Notes as set forth in Exhibit A hereto to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall (except in the case of any Note or portion thereof which has been called for redemption on a Redemption Date or is subject to repurchase on a Repurchase Date prior to such Interest Payment Date and, as a result, the right to convert such Note with respect to which redemption or repurchase rights have been exercised would terminate during such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. The interest so payable on such Interest Payment Date in respect of such Note (or portion thereof) surrendered for conversion shall be paid to the Holder of such Note as of such Regular Record Date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder Holder or holders Holders of such Common Stock as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stock. Upon Conversion lieu of any fraction of a share as provided in Section 5.03 of this DebentureSupplemental Indenture. In the case of any Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessableNotes. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures To the extent provided in Section 2.1, Notes 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 (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest and Liquidated Damages, if any, to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 12.8. To the extent provided in Section 2.1, Notes which have been called for redemption by the Company in a notice of redemption pursuant to Section 10.4, and are converted prior to redemption, shall not require such concurrent payment to the Company upon surrender for conversion, and if converted during the time period set forth in the preceding sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes, and Liquidated Damages, if any. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, but in no event later than the Companyseventh Business Day following the conversion date, without cost the Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Security, or Notes to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent the Conversion notice in substantially the form set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Any Holder which surrenders any Security for conversion during the period between the close of business on any Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion). Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified portiona Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, need not pay the Company an amount equal to the interest in the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Debentures Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessableSecurities. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the ---------------------------- conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To In order to exercise the conversion rightConversion Right, the Holder of the any 2008 Debenture to be converted shall surrender such 2008 Debenture, duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat any office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written Notice of Conversion notice to the Company in the form provided in this Debenture at such office or agency that the Holder elects to convert such Debenture2008 Debenture or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Each 2008 Debenture surrendered for conversion (in whole or in part) within the Record Date Period shall (except in the case of any 2008 Debenture or portion thereof which has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, within such Record Date Period or on the Interest Payment Date immediately following such Record Date Period and, as a result, the right to convert such 2008 Debenture would otherwise terminate within such Record Date Period if not exercised) 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 the Interest Payment Date immediately following the Record Date Period on the principal amount of such 2008 Debenture (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any 2008 Debenture (or portion thereof, if applicable) that is surrendered for conversion during the Record Date Period shall be paid to the Holder of such 2008 Debenture as of the Regular Record Date immediately preceding the Record Date Period in an amount equal to the interest that would have been payable on such 2008 Debenture if such 2008 Debenture had been converted as of the close of business on such Interest Payment Date. Interest payable on any Interest Payment Date in respect of any 2008 Debenture surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such 2008 Debenture as of the Regular Record Date immediately preceding such Interest Payment Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph and subject to the last sentence of Section 2.03 hereof, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date immediately preceding the conversion date, in respect of any 2008 Debenture (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Common Stock issued upon conversion. The Company's delivery to the Holder of the number of shares of Common Stock (and cash in lieu of fractional shares of Common Stock, as provided in this Second Supplemental Indenture) into which a 2008 Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the 2008 Debenture. If surrendered, the 2008 Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such 2008 Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such 2008 Debentures as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost to the Holder, Company shall issue and deliver at its office or agency maintained pursuant to Holder Section 1002 of the converted Debenture or the person, specified by such Holder, Indenture a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in lieu of any fractional share of Common Stock, as provided in Section 4.04 hereof. Upon Conversion In the case of this Debentureany 2008 Debenture which is converted in part only, upon such conversion the Company shall take all such actions as are necessary in order execute and the Trustee shall authenticate and deliver to insure that the Common Stock issuable with respect to such conversion shall be validly issuedHolder thereof, fully paid and nonassessable. The Company shall not close its books against at the transfer expense of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights , a new 2008 Debenture or 2008 Debentures of any Debenture subject authorized denominations in aggregate principal amount equal to redemption hereunder shall terminate on the Redemption Date for such Debenture unless unconverted portion of the Company has failed to pay to Holder thereof the Redemption Price principal amount of such Debenture or portion thereof2008 Debenture.

Exercise of Conversion Right. To exercise the The right of conversion right, attaching to any Debenture may be exercised by the Holder of by delivering the Debenture shall surrender to at the Company such Debentures, duly endorsed, accompanied by written Notice office or agency of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be convertedBorough of Manhattan, the specified portionCity of New York, at any other office or agency of the Company maintained for such purpose and at the office or agency of any additional conversion agent appointed by the Company, accompanied by a duly signed and completed notice of conversion, a copy of which may be obtained from the Trustee and any conversion agent. Debentures The conversion date shall be deemed to have been converted immediately prior to the close of business date on which the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, Debenture and the person duly signed and completed notice of conversion are so delivered. As promptly as practicable on 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, Company shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, Trustee a certificate or certificates for the number of full shares of Common Stock common stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stock. Upon Conversion lieu of this Debentureany fraction of a share or, at the Company shall take all Company's option, rounded up to the next whole number of shares; such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion certificate shall be validly issued, fully paid and nonassessablesent by the Trustee to the conversion agent for delivery to the Holder. The Company shall not close its books against the transfer Such shares of Common Stock issued or common stock issuable upon conversion of this Debenture the Debentures, in any manner that interferes accordance with the timely provisions of the Indenture, shall be fully paid and nonassessable and will also rank PARI PASSU with the other shares of the common stock outstanding from time to time. Holders that surrender Debentures for conversion on a date that is not an Interest Payment Date shall not be entitled to receive any interest for the period from the next preceding Interest Payment Date to the date of this Debentureconversion, except as described below. The Company However, Holders of Debentures on a Record Date, including Debentures surrendered for conversion after the Record Date, shall assist and cooperate with receive the interest payable on such Debentures on the next succeeding Interest Payment Date. Accordingly, any Holder Debenture surrendered for conversion during the period from the close of this Debenture business on a Record Date to the opening of business on the next succeeding Interest Payment Date must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Debentures being surrendered for conversion; provided, however, that no such payment shall be required to make any governmental filings or obtain any governmental approval prior to or in connection with upon the conversion of this any Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof) that is eligible to be delivered for repurchase if, as a result, the right to convert such Debenture would terminate during the period between such Record Date and the close of business on the next succeeding Interest Payment Date. No other payment or adjustment for interest, or for any dividends in respect of common stock, shall be made upon conversion. Holders of common stock issued upon conversion shall not be entitled to receive any dividends payable to holders of common stock as of any record date before the close of business on the conversion date.

Exercise of Conversion Right. To exercise convert a Convertible Note, a Holder must (a) complete and manually sign a Conversion Notice in substantially the conversion rightform included in the form set forth in Section 206 and deliver such notice to the Conversion Agent during normal business hours at the offices of the Conversion Agent in the London at its own expense, (b) surrender the Convertible Note to the Conversion Agent during normal business hours at the offices of the Conversion Agent in London, duly endorsed or assigned to the Company or in blank, (c) furnish appropriate endorsements and transfer documents (if any) required by the Registrar or the Conversion Agent, and (d) pay any required transfer or similar tax and make any other required payment. The date on which the Holder satisfies all of those requirements is the "Conversion Notice Date". Immediately following deposit of a Convertible Note and Conversion Notice and payment by the converting Holder of any required amount in accordance with this Section 1402, the Conversion Agent shall (i) verify that the Conversion Notice has been duly completed in accordance with its terms and purports to have been signed by or on behalf of the Holder of such Convertible Note named therein and (ii) set out in the Debenture Conversion Notice (A) the Conversion Date in respect of the deposited Convertible Note, (B) the Share Conversion Price on Conversion Date and (C) the number of Ordinary Shares or ADSs issuable upon conversion of such deposited Convertible Note. The date on which the Conversion Agent completes the matters referred to in (i) and (ii) above is the "Conversion Date". The Conversion Agent shall surrender reject such deposited Convertible Note if the Conversion Notice in respect of which has not been duly completed in accordance with its terms or does not purport to have been signed by or on behalf of the Holder of such Convertible Note named therein. On the Conversion Date, the Conversion Agent shall send a copy of the Conversion Notice by facsimile to the Company, and shall send by post to the Company the original Conversion Notice as soon as practicable following any such Debentures, duly endorsed, accompanied request by written Notice of Conversion to the Company in writing. If a Holder has requested ADSs and the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to Conversion Agent does not receive notice by the close of business on the fifth business day of surrender after the Conversion Notice Date that a Cash Settlement will be effected, the Conversion Agent shall send a copy of such Debentures for conversion Conversion Notice to: Citibank, NA, ADR Department, 15th Floor, 111 Wall Street, New York, 10043, Fax: 212-825-2029. On deposit of a Xxxxxxxxxxx Xxxx xxx x Xxxxxxxxxn Noticx (xxx xxxxxnt by a converting Holder of any required amount in accordance with Section 1408), the foregoing provisionsConvertible Note and the Conversion Notice so deposited and any relevant amounts shall be deemed to be held by the Conversion Agent as the agent of the Company. No Holder will be entitled to receive physical share certificates in respect of the Ordinary Shares arising from the conversion of the Convertible Notes. Delivery of the Ordinary Shares shall be made by crediting such Ordinary Shares to a Holder's securities account or the securities account of a Holder's depository agent with CDP. The Company shall allot and issue the Ordinary Shares arising from the conversion of the Convertible Notes in accordance with instructions as set out in the Conversion Notice and shall deliver to CDP the share certificate(s) relating to such Ordinary Shares in the name of CDP for the credit of the Holder's securities account or the securities account of Holder's depository agent as specified in the Conversion Notice as soon as practicable, and at in any event not later than 14 days, after the Conversion Date, subject to all applicable laws and in accordance with this Indenture. The Company will register the Person or Persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Ordinary Shares in its share register. The Person or Persons specified for that purpose will become the holder of record of the number of Ordinary Shares issuable upon conversion with effect from the date he is or they are registered as such time in the Company's share register. The Ordinary Shares issued upon conversion of the Convertible Notes will be duly authorized, validly issued, fully paid, non-assessable and rank equally with all the Ordinary Shares in issue on the relevant Registration Date. A holder of Ordinary Shares issued on conversion of Convertible Notes shall not be entitled to any rights of a shareholder the Holders record date for which precedes the relevant Registration Date. If the record date for the payment of any dividend or other distribution in respect of the Ordinary Shares is on or after the Conversion Date in respect of any Convertible Notes converted, but before the Registration Date, the Company shall pay to the converting Holder an amount equal to any such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record of such Debentures number of Ordinary Shares issued upon conversion (disregarding any retroactive adjustment of the Share Conversion Price pursuant to Section 1405(g)(iv)), and will make such payment at the same time as Holders it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven days thereafter. The delivery to a Holder of the fixed number of Ordinary Shares or ADSs into which the Convertible Note is convertible will be deemed to satisfy the Company's obligation to pay the principal amount and any unpaid redemption interest. If a Holder converts more than one Convertible Note at the same time, the number of Ordinary Shares or ADSs issuable upon the conversion shall ceasebe based on the aggregate principal amount of Convertible Notes converted. Upon surrender of a Convertible Note that is converted in part, the Company shall execute, and the person or persons entitled to receive the Common Stock issuable upon conversion Trustee shall be treated for all purposes as the record holder or holders of such Common Stock as authenticate and after such time. Within two days after the conversion date, the Company, without cost deliver to the Holder, shall issue and deliver a new Convertible Note equal in principal amount to Holder the converted Debenture or unconverted portion of the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConvertible Note surrendered.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee or an Authenticating Agent shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Note that is a Restricted Security (a “Restricted Note”), or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form of Exhibit B-1 hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Note Registrar or transfer agent shall be validly issued, fully paid and nonassessable. The Company shall not close its books against required to register in a name other than that of the transfer Holder of Notes or shares of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Restricted Note not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the conversion right, the Holder of any Note to be converted shall comply with the Debenture procedures required by paragraph 8 of the Notes. Notes surrendered for conversion (other than Notes called for redemption) 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 shall surrender be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. No payment will be required from a Holder if the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than redeem the entire principal amount thereof is to be converted, the specified portionNotes. Debentures Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisionsprovisions (the "Conversion Date"), and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock Principal Return and Net Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after Net Shares at such time. Within two The delivery by the Company to the Holder of the Principal Return and Net Shares, if any, into which such Xxxxxx's Notes are convertible, together with any cash payment for the Holder's fractional Common Shares, will be deemed to satisfy the Company's obligation to pay the principal amount at the Stated Maturity of such Holder's Notes. Holders will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a Note. Accrued and unpaid interest, if any, will be deemed canceled, extinguished or forfeited rather than paid in full. In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of the Notes submitted for conversion. If the Holder converts more than one Note at the same time, the Principal Return and Net Shares, if any, deliverable upon the conversion shall be based on the total principal amount of the Notes converted. A Note surrendered for conversion based on (a) the Common Share price, as more fully described in paragraph 8 in the Note, may be surrendered for conversion until the close of business on the final Business Day of any calendar quarter immediately following a Qualifying Quarter (but in no event later than the close of business on the Business Day immediately preceding the Stated Maturity of the principal of the Note), (b) a credit downgrade or the absence, suspension or withdrawal of a credit rating, may be surrendered for conversion until the close of business on any Business Day during the period of the credit downgrade or the absence, suspension or withdrawal of the credit rating, as more fully described in paragraph 8 in the Note, (c) the Note being called for redemption, may be surrendered for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 8 in the Note, may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of such transaction until 15 days after the conversion dateactual date of such transaction, and if such day is not a Business Day, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by next occurring Business Day following such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofday.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Any Holder which surrenders any Security for conversion during the period between the close of business on any Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) to be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion). Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified portiona Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) in the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Debentures Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days Except as provided above in this Section 12.2, no adjustment shall be made for interest and Liquidated Damages, if any, accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article 12. As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Securities. If shares of Common Stock issuable 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise convert a Convertible Note, a Holder must (a) complete and manually sign a Conversion Notice in substantially the conversion rightform included in the form set forth in Section 206 and deliver such notice to the Conversion Agent during normal business hours at the offices of the Conversion Agent in the Borough of Manhattan, The City of New York at its own expense, (b) surrender the Convertible Note to the Conversion Agent during normal business hours at the offices of the Conversion Agent in the Borough of Manhattan, The City of New York, duly endorsed or assigned to the Company or in blank, (c) furnish appropriate endorsements and transfer documents (if any) required by the Registrar or the Conversion Agent, and (d) pay any required transfer or similar tax and make any other required payment. The date on which the Holder satisfies all of those requirements is the "Conversion Notice Date". Immediately following deposit of a Convertible Note and Conversion Notice and payment by the converting Holder of any required amount in accordance with this Section 1402, the Conversion Agent shall (i) verify that the Conversion Notice has been duly completed in accordance with its terms and purports to have been signed by or on behalf of the Holder of such Convertible Note named therein and (ii) set out in the Debenture Conversion Notice (A) the Conversion Date in respect of the deposited Convertible Note, (B) the Share Conversion Price on Conversion Date and (C) the number of Ordinary Shares or ADSs issuable upon conversion of such deposited Convertible Note. The date on which the Conversion Agent completes the matters referred to in (i) and (ii) above is the "Conversion Date". The Conversion Agent shall surrender reject such deposited Convertible Note if the Conversion Notice in respect of which has not been duly completed in accordance with its terms or does not purport to have been signed by or on behalf of the Holder of such Convertible Note named therein. On the Conversion Date, the Conversion Agent shall send a copy of the Conversion Notice by facsimile to the Company, and shall send by post to the Company the original Conversion Notice as soon as practicable following any such Debentures, duly endorsed, accompanied request by written Notice of Conversion to the Company in the form provided writing. On deposit of a Convertible Note and a Conversion Notice (and payment by a converting Holder of any required amount in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be convertedaccordance with Section 1408), the specified portion. Debentures Convertible Note and the Conversion Notice so deposited and any relevant amounts shall be deemed to be held by the Conversion Agent as the agent of the Company. No Holder will be entitled to receive physical share certificates in respect of the Ordinary Shares arising from the conversion of the Convertible Notes. Delivery of the Ordinary Shares shall be made by crediting such Ordinary Shares to a Holder's securities account or the securities account of a Holder's depository agent with CDP. The Company shall allot and issue the Ordinary Shares arising from the conversion of the Convertible Notes in accordance with instructions as set out in the Conversion Notice and shall deliver to CDP the share certificate(s) relating to such Ordinary Shares in the name of CDP for the credit of the Holder's securities account or the securities account of Holder's depository agent as specified in the Conversion Notice as soon as practicable, and in any event not later than 14 days, after the Conversion Date, subject to all applicable laws and in accordance with this Indenture. The Company will register the Person or Persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Ordinary Shares in its share register. The Person or Persons specified for that purpose will become the holder of record of the number of Ordinary Shares issuable upon conversion with effect from the date he is or they are registered as such in the Company's share register. The Ordinary Shares issued upon conversion of the Convertible Notes will be duly authorized, validly issued and will in all respects be fully paid and nonassessable and rank equally with all the Ordinary Shares in issue on the relevant Registration Date. A holder of Ordinary Shares issued on conversion of Convertible Notes shall not be entitled to any rights of a shareholder the record date for which precedes the relevant Registration Date. If the record date for the payment of any dividend or other distribution in respect of the Ordinary Shares is on or after the Conversion Date in respect of any Convertible Notes converted, but before the Registration Date, the Company shall pay to the converting Holder an amount equal to any such dividend or other distribution to which he would have been converted entitled had he on that record date been such a shareholder of record of such number of Ordinary Shares issued upon conversion (disregarding any retroactive adjustment of the Share Conversion Price pursuant to Section 1405(g)(iv)), and will make such payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven days thereafter. No payment or adjustment will be made for accrued and unpaid interest on dividends on the Ordinary Shares on a Convertible Note delivered for conversion. The delivery to a Holder of the fixed number of Ordinary Shares or ADSs into which the Convertible Note is convertible will be deemed to satisfy the Company's obligation to pay the principal amount and any accrued and unpaid premium and interest attributable to the period from the Interest Payment Date immediately prior preceding the Conversion Date to the Conversion Date. If any Holder surrenders a Convertible Note for conversion after the close of business on the day Regular Record Date relating to an Interest Payment Date but before the opening of business on the related Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date shall be paid to the Holder of such Convertible Note on such Regular Record Date. In such event, unless such Convertible Note has been called for redemption on a Redemption Date prior to such Interest Payment Date, such Convertible Note, when surrendered for conversion, must be accompanied by delivery of a check or draft payable to the Company in an amount equal to the interest payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Convertible Note, the Convertible Note shall not be converted. If the Company defaults in the payment of interest payable on the Interest Payment Date, such funds shall be repaid to the Holder. If a Holder converts more than one Convertible Note at the same time, the number of Ordinary Shares or ADSs issuable upon the conversion shall be based on the aggregate principal amount of Convertible Notes converted. Upon surrender of such Debentures for conversion a Convertible Note that is converted in accordance with part, the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders Company shall ceaseexecute, and the person or persons entitled to receive the Common Stock issuable upon conversion Trustee shall be treated for all purposes as the record holder or holders of such Common Stock as authenticate and after such time. Within two days after the conversion date, the Company, without cost deliver to the Holder, shall issue and deliver a new Convertible Note equal in principal amount to Holder the converted Debenture or unconverted portion of the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConvertible Note surrendered.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessablenon assessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to .to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

Exercise of Conversion Right. (a) To exercise the conversion rightright with respect to a Physical Security, a Holder must (1) deliver a completed conversion notice, the Holder form of the Debenture shall surrender which is provided in Exhibit B, to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture Depositary stating that the Holder elects to convert such DebenturePhysical Security or, or if less than the entire principal amount Principal thereof is to be converted, the specified portion. Debentures portion thereof to be converted, (2) deliver duly signed completed conversion notice and the Physical Security duly endorsed or assigned to the Company or in blank, at the office of any Conversion Agent, (3) pay all Interest to which the Holder is not entitled, if any, pursuant to Section 2.1(e) and (4) pay any transfer taxes or other applicable taxes or duties, if required. (b) To convert interests in a Global Security, issued pursuant to Rule 144A, a Holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC's conversion program. (c) To the extent required by Section 2.1(e), Securities 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 shall be accompanied by payment by such Holder in immediately available funds to the Company of an amount equal to the Interest to be received on such Interest Payment Date on the Principal of Securities being surrendered for conversion. (d) Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days after . (e) In the case of any Security which is converted in part only, or a Holder converts less than the Principal it owns at such time, upon such conversion datethe Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, without cost a new Security or Securities of authorized denominations in Principal equal to the Holderunconverted portion of the Principal of such Securities. (f) As promptly as practicable on or after the Conversion Date, the Company shall issue cause to be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person Securities, together with payment in lieu of any fraction of a share as provided in Section 12.3 hereof. The Company hereby initially appoints State Street Bank and Trust Company of California, N.A. as the Conversion Agent. (g) Securities shall be deemed to have been specified by such Holder and all accrued and unpaid interest converted immediately prior to the close of business on the converted Debenture 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 portion there upon which the Holder does not elect Persons entitled to receive payment in Common Stock. Upon Conversion the shares of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such upon conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against treated for all purposes as the transfer record holder or holders of such shares of Common Stock at such time. (h) If shares of Common Stock to be issued or issuable upon conversion of this Debenture a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in any manner part only, are to be registered in a name other than that interferes of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in Exhibit B annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with the timely restrictions on transfer applicable to such Restricted Security. None of the Trustee, any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder of shares of Common Stock or Securities issued upon conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Restricted Security not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the conversion rightright with respect to any Physical Securities, the Holder of the Debenture Physical Securities to be converted shall surrender such Physical Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion to the Company a duly signed conversion notice substantially in the form provided in this Debenture attached hereto as Exhibit D (the "Conversion Notice"), to the Company, with a copy to the Trustee, stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. In addition, the Holder must furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent; and pay the funds with respect to the interest (including Contingent Interest and Additional Interest, if any), any transfer tax or similar taxes if required pursuant to this Indenture. In order to exercise the conversion right with respect to any interest in Global Securities, the Holder must complete, or cause to be completed, the Conversion Notice and the appropriate instructions form for conversion pursuant to the Depositary's book-entry conversion program; deliver, or cause to be delivered, by book-entry delivery an interest in such Global Securities. Except as set forth in the next sentence, Securities surrendered for conversion during the period from 5:00 p.m., New York City time, on any Regular Record Date but prior to 5:00 p.m., New York City time, on the next succeeding Interest Payment Date shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (including Contingent Interest and Additional Interest, if any) to be received on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Notwithstanding the foregoing, a Holder is not required to make such payment (a) if such Holder converts its Securities in connection with a redemption and the Company has specified portiona Redemption Date that is after a Record Date and on or prior to the corresponding Interest Payment Date; (b) if such Holder converts its Securities in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the corresponding Interest Payment Date; or (c) to the extent of any overdue interest (including overdue Contingent Interest and Additional Interest, if any), if overdue interest (or overdue Contingent Interest and Additional Interest, if any) exists at the time of conversion with respect to such Holder's Securities. Debentures Except as described in this Section 12.2 and Section 12.4, the Company will not make any payment or other adjustment for interest accrued (including Contingent Interest and Additional Interest, if any) on any Securities converted or for any dividends on any Common Stock issued upon conversion of the Securities. Accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) and accrued tax original issue discount (if any) to the Conversion Date shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion be paid in accordance full with the foregoing provisions, cash paid or combination of cash paid and at such time the rights of the Holders of such Debentures 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable issued upon conversion registered in the name of such Holder rather than cancelled, extinguished or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofforfeited.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Any Security surrendered for conversion during the period between the close of business on any Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (excluding Liquidated Damages and Additional Tax Amounts, if any) to be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.04 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date (or on or between March 15, 2008 and March 20, 2008 or on or between March 15, 2010 and March 20, 2010) or (b) with respect to which the Company has specified portiona Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Debentures Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock Ordinary Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after Ordinary Shares at such time. Within two days Except as provided above in this Section 12.02, the Holder of the Security shall not receive any cash payment of interest, and no adjustment shall be made for interest and Liquidated Damages and Additional Tax Amounts, if any, accrued on any Security converted. Delivery to the Holder of the full number of Ordinary Shares into which the Security surrendered for conversion is convertible, together with any cash payment for such Holder`s fractional shares as provided in Section 12.03 hereof, shall be deemed to satisfy the Company`s obligation to pay the principal amount of the Security surrendered for conversion and any accrued and unpaid interest on such Security. As promptly as practicable on or after the conversion date, but in no event later than the Companyfifth Business Day thereafter, without cost the Company shall cause to be issued and delivered to the HolderConversion Agent a certificate or certificates (or, shall issue and deliver to Holder at the converted Debenture or the person, specified by such HolderGuarantor`s election, a certificate book‑entry confirmation) for the number of full shares of Common Stock Ordinary Shares issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.03 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions Securities. If Ordinary Shares 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as are necessary in order to insure that compliance with the Common Stock issuable with respect restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder of Ordinary Shares or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. (a) To exercise the conversion rightright with respect to a Certificated Security, a Holder must (1) deliver a completed conversion notice, the Holder form of the Debenture shall surrender which is provided in Exhibit D, to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture Depositary stating that the Holder elects to convert such DebentureCertificated Security or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted, (2) deliver duly signed completed conversion notice and the Certificated Security duly endorsed or assigned to the Company or in blank, at the office of any Conversion Agent, (3) pay all Interest to which the Holder is not entitled, if any, pursuant to Section 1 of the Global Security, and (4) pay any transfer taxes or other applicable taxes or duties, if required. (b) To convert interests in a Global Security, a Holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC's conversion program. (c) To the extent provided in Section 1 of the Global Security, Securities 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 (except in the case of any Security whose Stated Maturity is prior to such Interest Payment Date) shall be accompanied by payment by such Holder in immediately available funds to the Company of an amount equal to the Interest to be received on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Debentures To the extent provided in Section 1 of the Global Security, Securities which have been called for redemption by the Company in a notice of redemption pursuant to Section 10.4, and are converted prior to redemption, shall not require such concurrent payment to the Company, and if converted during time period set forth in the preceding sentence, the Holders of such converted Securities shall be entitled to receive (and retain) any accrued interest on the principal amount of such surrendered Securities, if any. (d) Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days after . (e) In the case of any Security which is converted in part only, or if a Holder converts less than the principal amount it owns at such time, upon such conversion datethe Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, without cost a new Security or Securities of authorized denominations in principal amount equal to the Holderunconverted portion of the principal amount of such Securities. (f) As promptly as practicable on or after the Conversion Date, the Company shall issue cause to be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered of such Securities, together with payment in lieu of any fraction of a share as provided in Section 12.3 hereof. (g) A Security in respect of which a Holder has delivered a Repurchase Election Form exercising the name option of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, require the Company shall take all to purchase such actions as are necessary Security may be converted only if such notice of exercise is withdrawn in order to insure that the Common Stock issuable accordance with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the CompanySection 11.3(c). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

Exercise of Conversion Right. (a) To exercise the conversion rightright with respect to a Physical Note, a Holder must (1) deliver a completed conversion notice, the Holder form of the Debenture shall surrender which is provided in Exhibit C, to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture Depositary stating that the Holder elects to convert such DebenturePhysical Note or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted, (2) deliver duly signed completed conversion notice and the Physical Note duly endorsed or assigned to the Company or in blank, at the office of any Conversion Agent, (3) pay all Interest and Additional Interest, if any, to which the Holder is not entitled, if any, pursuant to Section 2.1(e) and (4) pay any transfer taxes or other applicable taxes or duties, if required. (b) To convert interests in a Global Note issued pursuant to Rule 144A, a Holder must deliver to the Depository Trust Company, a New York Corporation ("DTC") the appropriate instruction form for conversion pursuant to DTC's conversion program. (c) To the extent provided in Section 2.1(e), Notes 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 (except in the case of any Note whose Stated Maturity is prior to such Interest Payment Date) shall be accompanied by payment by such Holder in immediately available funds to the Company of an amount equal to the Interest and Additional Interest, if any, to be received on such Interest Payment Date on principal amount of Notes being surrendered for conversion. Debentures To the extent provided in Section 2.1, Notes which have been called for redemption by the Company in a notice of redemption pursuant to Section 10.4, and are converted prior to redemption on a Redemption Date that is on or prior to the third Business Day after such Interest Payment Date, shall not require such concurrent payment to the Company upon surrender for conversion, and, if such Notes are converted during the time period set forth in the preceding sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued Interest and Additional Interest on the principal amount of such surrendered Notes, if any. Notwithstanding the foregoing, in the case of Notes submitted for conversion in connection with Section 12.1(b), such Notes shall continue to represent the right to receive the Make Whole Premium, if any, payable pursuant to Article 13 until such Make Whole Premium is so paid. (d) Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days after . (e) In the case of any Note which is converted in part only, or a Holder converts less than the principal amount it owns at such time, upon such conversion datethe Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, without cost a new Note or Notes of authorized denominations in principal amount equal to the Holderunconverted portion of the principal amount of such Notes. (f) As promptly as practicable on or after the Conversion Date, the Company shall issue cause to be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered of such Notes, together with payment in lieu of any fraction of a share as provided in Section 12.3 hereof. The Company hereby initially appoints the name Trustee as the Conversion Agent. (g) A Note in respect of which a Holder has delivered a Repurchase Event Purchase Notice exercising the option of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, require the Company shall take all to purchase such actions as are necessary Note may be converted only if such notice of exercise is withdrawn in order to insure that the Common Stock issuable accordance with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer Section 11.3(c). (h) If shares of Common Stock to be issued or issuable upon conversion of this Debenture a Note which is a Restricted Security, or shares of Common Stock to be issued upon conversion of a Restricted Security in any manner part only, are to be registered in a name other than that interferes of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in Exhibit C annexed hereto, dated the date of surrender of such Note and signed by such Holder, as to compliance with the timely restrictions on transfer applicable to such Note. None of the Trustee, any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder of shares of Common Stock or Notes issued upon conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made such Note not so accompanied by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofa properly completed certificate.

Exercise of Conversion Right. To exercise the conversion ---------------------------- right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. (a) To exercise convert all or a portion of the conversion rightprincipal amount of this Note into Common Shares, the Holder of must (a) complete and manually sign the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company conversion notice in the form attached hereto as Exhibit A (the “Conversion Notice”) (or complete and manually sign a facsimile thereof) and deliver such notice to the Company, (b) surrender this Note to the Company, (c) if required by the Company, furnish appropriate endorsements and transfer documents, and (d) if required, pay all transfer or similar taxes. The later of (a) the date on which the foregoing requirements have been satisfied and (b) the date specified in the Conversion Notice as the proposed conversion date, such date to be not less than 10 Business Days after the receipt of the Conversion Notice by the Company, is the “Conversion Date”. The Company shall promptly deliver to the Common Shares stock transfer agent notification of such Conversion Notice received by the Company from the Holder. (b) If in its Conversion Notice the Holder advises the Company that it is converting Notes in connection with a planned bona fide public offering or block trade of Common Shares, and requires delivery of the Common Shares on a particular date in connection with the closing of such offering or block trade, and the Company does not elect to redeem this Note, the Holder shall have the right to revoke its Conversion Notice until the time of delivery of such Common Shares on such date. (c) The Person or Persons in whose name or names any certificate or certificates for Common Shares shall be issuable upon conversion shall be deemed to have become at the Close of Business on the Conversion Date the holder of record of the Common Shares issuable upon such conversion; provided that, if the Conversion Date is on any date when the stock transfer books of the Company are closed, the Person or Persons in whose name or names the certificate or certificates for such Common Shares are to be issued shall constitute 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 Ratio in effect on the Conversion Date. (d) No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Shares except as provided in this Debenture Section 11. (e) Except to the extent that the Holder elects to convert such DebentureCompany satisfies the Conversion Amount by delivering cash as provided herein, this Note or if less than the entire principal amount thereof is to portion hereof surrendered for conversion shall be converted, the specified portion. Debentures converted into Common Shares in registered form. (f) This Note shall be deemed to have been converted immediately prior to the close Close of business Business on the day of surrender of such Debentures for conversion Conversion Date, in accordance with the foregoing provisions. (g) In case this Note is converted in part only, and at upon such time conversion the rights of the Holders of such Debentures as Holders Company 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 as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue execute and deliver to the Holder the converted Debenture or the person, specified a new Note of any authorized denomination as requested by such Holder, a certificate for in an aggregate principal amount equal to the number unconverted portion of full shares of Common Stock issuable upon conversion registered in the name principal amount of such Note. A Note may be converted in part, but only if the principal amount of this Note to be converted is any integral multiple of $10,000,000 and the principal amount of such security to remain outstanding after such conversion is equal to at least $10,000,000. (h) The Company’s delivery to the Holder or such other person as of the Conversion Consideration shall have been specified by such Holder and all accrued and unpaid interest on be deemed to satisfy the Company’s obligation to pay the converted Debenture or portion there upon which of the Holder does not elect to receive payment in Common Stock. Upon Conversion principal amount of this DebentureNote and any interest, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issuedincluding Additional Interest, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofthereon.

Exercise of Conversion Right. (i) To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the offices of the Company, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached hereto as Exhibit J (with respect to Notes) and Exhibit K (with respect to Warrants), to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. (ii) Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the immediately succeeding Interest Payment Date (except in the case of any Note whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Securities being surrendered for conversion, subject to Section 5(a)(v). Debentures 45 (iii) Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisionsprovisions of this Section 12, including any required payments, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days three (3) Business Days after the conversion date, the Company, without cost but subject to the Holderlimitations set forth in Section 14, the Company shall issue cause to be issued and deliver delivered to Holder the converted Debenture Holders a stock certificate or the person, specified by such Holder, a certificate for stock certificates representing the number of full shares of Common Stock issuable upon conversion of such Securities, together with payment in lieu of any fraction of a share as provided in herein. (iv) In the case of any Security which is converted in part only, upon such conversion the Company shall execute and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes, or number of such Warrants, as the case may be. (v) On or before the second (2nd) Trading Day following the date of receipt of a conversion notice, the Company shall (A) provided the Company’s transfer agent is participating in the DTC’s Fast Automated Securities Transfer Program credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of such the Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on its designee, for the converted Debenture or portion there upon number of shares of Common Stock to which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofentitled.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures The date a Holder complies with these requirements for any Securities shall be deemed the “Conversion Date” with respect to have been converted immediately prior to such Securities. The Person in whose name the certificate for any shares of Common Stock issued upon conversion is registered shall be treated as a stockholder of record (i) on the close of business on the day Conversion Date (if the Company delivers solely shares of Common Stock in respect of its Conversion Obligation) or (ii) the close of business on the last Trading Day of the applicable Conversion Period (if the Company delivers cash in respect of any portion of its Conversion Obligation or if the Company has irrevocably elected Principal Cash Settlement pursuant to Section 12.01(g)); provided, however, that no surrender of such Debentures for conversion in accordance with Securities on any date when the foregoing provisions, and at such time the rights stock transfer books of the Holders of such Debentures as Holders Company shall cease, and be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date that such Securities shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Securities, such person shall no longer be a Holder. In the case of any Security that is converted in part only, upon such conversion the Company shall execute and after such time. Within two days after the conversion dateTrustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, without cost a new Security or Securities of authorized denominations in aggregate principal amount equal to the Holderunconverted portion of the principal amount of such Securities. If shares of Common Stock to be issued upon conversion of a Restricted Security, shall issue and 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 Holder of such Restricted Security, such Holder must deliver to Holder the converted Debenture or Conversion Agent a certificate in substantially the personform set forth in the form of Security set forth in Exhibit A annexed hereto, specified dated the date of surrender of such Restricted Security and signed by such Holder, 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 certificate for name other than that of the number of full Holder shares of Common Stock issuable or Securities issued upon conversion registered in of any such Restricted Security not so accompanied by a properly completed certificate. The Company hereby initially appoints the name Trustee as the Conversion Agent. Delivery to the Holder of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on Securities of the converted Debenture or portion there upon full number of shares of Common Stock into which the Holder does not elect Securities are convertible pursuant to receive payment in Common Stock. Upon Conversion the terms of this Debenture, Article 12 shall satisfy the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable Company’s obligation with respect to such conversion Securities. Accordingly, subject to Section 2.01, any accrued but unpaid interest shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required deemed to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture paid in full upon conversion, rather than cancelled, extinguished or portion thereofforfeited.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notwithstanding the foregoing provision of this Section 10.02, if Notes are surrendered for conversion after the close of business on any Regular Record Date and on or prior to the next succeeding Interest Payment Date, the Holder of such Notes as of such Record Date shall receive the interest that is payable on such Notes on the applicable Interest Payment Date. However, Notes that are surrendered for conversion after the close of business on any Regular Record Date, but on or prior to the opening of business on the next succeeding Interest Payment Date shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, unless such Notes have been called for redemption on the applicable Provisional Redemption Date that occurs after that Regular Record Date and on or prior to the third Business Day after that Interest Payment Date, in which case no payment shall be required. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after Shares at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 10.03 hereof. In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee or an Authenticating Agent shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. If Common Shares to be issued upon conversion of a Note that is a Restricted Security (a "Restricted Note"), or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form of Exhibit B-1 hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Note. Neither the Trustee nor any Conversion Agent, Note Registrar or transfer agent shall be required to register in a name other than that of the Holder of Notes or Common Shares issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. By delivering the full number of Common Stock Shares issuable upon conversion registered conversion, together with a cash payment in lieu of fractional shares to the name of such Conversion Agent or to the Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture Holder's nominee or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenturenominees, the Company shall take all such actions as are necessary will have satisfied in order to insure that the Common Stock issuable full its Conversion Obligation with respect to such conversion shall Note, and upon such delivery accrued and unpaid Interest, if any, with respect to such Note will be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required deemed to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture paid in full rather than canceled, extinguished or portion thereofforfeited.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Note to be converted shall surrender such Note duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Note to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Notes 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 shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. No such payment shall be required upon surrender for conversion if the Notes so surrendered have been called for redemption with a Redemption Date that occurs during the period from the close of business on any Regular Record Date to the close of business on the third Business Day after the Interest Payment Date next succeeding such Regular Record Date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 10.03 hereof. Upon Conversion In the case of this Debentureany Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Notes. If shares of Common Stock issuable to be issued upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Note set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of any such Restricted Note not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures Any Holder which surrenders any Security for conversion during the period between the close of business on any Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest (including Liquidated Damages, if any) to be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the Redemption Date for such Security is on such Interest Payment Date or otherwise), need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) in the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Securities. If shares of Common Stock issuable 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 Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in the form of Security set forth in Exhibit A annexed hereto, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with respect the restrictions on transfer applicable to such conversion Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be validly issued, fully paid and nonassessablerequired to register in a name other than that of the Holder shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed certificate. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. (a) To exercise the conversion rightright pursuant to this Article 10, the Holder of the Debenture any Note to be converted shall surrender such Note, duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the specified office of any Conversion Agent, accompanied by written Notice of Conversion by: (i) a duly signed conversion notice substantially in the form set forth in the form Note attached to this Indenture as Exhibit A, to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureNote or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted; and (ii) any funds that may be required pursuant to Section 10.02(b) and any taxes or duties or other charges that may be required pursuant to Section 10.08. (b) Except as provided in this Section 10.02(b), a converting Holder of Notes shall not be entitled to receive any accrued and unpaid interest, if any, on any Notes being converted, and no adjustments in respect of payments of interest, if any, on Notes surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Notes. Debentures By delivery to the Holder of the number of shares of Common Stock or other consideration issuable or payable upon conversion in accordance with this Article X, any accrued and unpaid interest, if any, on such Notes will be deemed to have been paid in full. Notes surrendered for conversion between the close of business on any Regular Record Date and on or prior to the opening of business on the next succeeding Interest Payment Date shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the accrued and unpaid interest, if any, to be received by the registered Holder on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. No such payment will be required if: (i) the Company has issued a Redemption Notice pursuant to Section 3.01, specifying a Redemption Date that is between the close of business on any Regular Record Date and on or prior to the opening of business on the next succeeding Interest Payment Date; (ii) the Company has issued a Company's Notice of Change in Control pursuant to Section 3.02, specifying a Change in Control Purchase Date that is between the close of business on any Regular Record Date and on or prior to the opening of business on the next succeeding Interest Payment Date; or (iii) any accrued and unpaid interest shall be overdue as of the Conversion Date (but only to the extent of such overdue interest). (c) Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisionsConversion Date, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days after As soon as practicable following the conversion dateConversion Date, the Company, without cost Company shall cause to be issued and delivered to the HolderHolders whose notes are converted, shall issue and deliver to Holder through the converted Debenture or the person, specified by such HolderConversion Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stock. Upon Conversion lieu of this Debentureany fraction of a share as provided in Section 10.03 hereof. (d) In the case of any Note which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer Notes. (e) If shares of Common Stock to be issued or issuable upon conversion of a Restricted Note, or securities to be issued upon conversion of a Restricted Note in part only, are to be registered in a name other than that of the Holder of such Restricted Note, such Holder must deliver to the Conversion Agent a duly signed assignment form substantially in the form set forth in the form Note attached to this Debenture Indenture as Exhibit A and, so long as the Notes are Restricted Notes, the certification, in any manner the form set forth in Exhibit B-1 and, if requested by the Company or the Registrar, certification in the form set forth in Exhibit B-2 that interferes such beneficial interest in the Global Note is being transferred to an Institutional Accredited Investor, each dated the date of surrender of such Restricted Note and signed by such Holder, as to compliance with the timely restrictions on transfer applicable to such Restricted Note. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder shares of Common Stock or Notes issued upon conversion of this Debenture. any such Restricted Note not so accompanied by a properly completed certificate. (f) The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with hereby initially appoints the conversion of this Debenture (including, without limitation, making any filings required to be made by Trustee as the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the any Debenture to be converted shall surrender such Debenture duly endorsed or assigned to the Company such DebenturesIssuer or in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion to the Company a duly signed conversion notice substantially in the form provided in this attached to the Debenture to the Issuer stating that the Holder elects to convert such DebentureDebenture or, or if less than the entire principal amount thereof is to be converted, the specified portionportion thereof to be converted. Debentures 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 (except in the case of any Debenture whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Debentures being surrendered for conversion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person Person or persons Persons entitled to receive the Common Stock ADRs issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after ADRs at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Issuer shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate for or certificates representing the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or ADRs issuable upon conversion of this Debenture such Debentures, together with payment in lieu of any manner that interferes with fraction of a share as provided in Section 9.3. In the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights case of any Debenture subject which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to redemption hereunder shall terminate on the Redemption Date for such Holder thereof, at the expense of the Issuer, a new Debenture unless or Debentures of authorized denominations in aggregate principal amount equal to the Company has failed to pay to Holder thereof unconverted portion of the Redemption Price principal amount of such Debenture or portion thereofDebentures. The Issuer hereby initially appoints the Trustee as the Conversion Agent.

Exercise of Conversion Right. To exercise convert a Note, a Holder must (a) complete and manually sign the conversion rightConversion Notice or a facsimile of the Conversion Notice on the back of the Note if certificated (or Holders may obtain copies of the required form of the Conversion Notice from the Conversion Agent) and deliver such notice to the Conversion Agent in accordance with the notice provisions set forth in Section 10.2 of the Indenture, (b) if the Notes are in certificated form, surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required, and (e) if required, pay funds equal to the interest payable on the next Interest Payment Date or pursuant to Section 2.2(c). In the case of a Global Note, the Holder Conversion Notice shall be completed by a Depositary participant on behalf of the Debenture beneficial holder. Anything herein to the contrary notwithstanding, in the case of Global Notes, Conversion Notices may be delivered and such Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. Notes surrendered for conversion during the period from the close of business on any Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall surrender be accompanied by payment in immediately available funds or other funds acceptable to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion an amount equal to the Company in interest payable on such Interest Payment Date on the form provided in this Debenture principal amount of Notes being surrendered for conversion; provided, however, that no such payment need be made if (1) we have specified a repurchase date following a Change of Control or a Fundamental Change that is during such period or (2) only to the Holder elects extent of overdue interest, any overdue interest exists at the time of conversion with respect to convert such Debenturenote. No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion, or if less than on account of any dividends on the entire principal amount thereof is Common Stock issued upon conversion. In addition, Holders shall not be entitled to be converted, receive any dividends payable to Holders of Common Stock as of any record date before the specified portionclose of business on the applicable conversion date. Debentures Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions and comply with the other foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost to the Holder, Company shall issue and shall deliver to Holder the converted Debenture or Trustee at its Corporate Trust Office and the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered conversion, together with payment in lieu of any fraction of a share thereof, as provided in Section 2.5 hereof, and the Trustee shall forward such certificate or certificates at the addresses set forth in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect written notices sent to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject Holders electing to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofconvert their Notes.

Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture any Security to be converted shall surrender such Security duly endorsed or assigned to the Company such Debenturesor in blank, duly endorsedat the office of any Conversion Agent, accompanied by written Notice of Conversion a duly signed conversion notice substantially in the form attached to the Security to the Company in the form provided in this Debenture stating that the Holder elects to convert such DebentureSecurity or, or if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Any Holder which surrenders any Security for conversion during the period between the close of business on any Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date (except in the case of any Security whose Maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of the Security being surrendered for conversion (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion). Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security with respect to which the Company has specified portiona Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date need not pay the Company an amount equal to the interest in the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Debentures Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures Securities as Holders shall ceasecease (and all obligations of the Company with respect thereto shall be deemed satisfied, including with respect to the principal amount and any accrued and unpaid interest, including ay Additional Interest), and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost Company shall cause to the Holder, shall issue be issued and deliver delivered to Holder the converted Debenture or the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive conversion, together with payment in Common Stocklieu of any fraction of a share as provided in Section 12.3 hereof. Upon Conversion In the case of this Debentureany Security which is converted in part only, upon such conversion the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessableSecurities. The Company shall not close its books against hereby initially appoints the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with Trustee as the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofConversion Agent.

Exercise of Conversion Right. To exercise convert a Note, a Holder must (a) complete and manually sign the conversion rightConversion Notice or a facsimile of the Conversion Notice on the back of the Note if certificated (or Holders may obtain copies of the required form of the Conversion Notice from the Conversion Agent) and deliver such notice to the Conversion Agent in accordance with the notice provisions set forth in Section 10.2 of the Indenture, (b) if the Notes are in certificated form, surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required, and (e) if required, pay funds equal to the interest payable on the next Interest Payment Date or pursuant to Section 2.2(c). In the case of a Global Note, the Holder Conversion Notice shall be completed by a Depositary participant on behalf of the Debenture beneficial holder. Anything herein to the contrary notwithstanding, in the case of Global Notes, Conversion Notices may be delivered and such Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. Notes surrendered for conversion during the period from the close of business on any Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall surrender be accompanied by payment in immediately available funds or other funds acceptable to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion an amount equal to the Company in interest payable on such Interest Payment Date on the form provided in this Debenture principal amount of Notes being surrendered for conversion; provided, however, that no such payment need be made if (1) we have specified a repurchase date following a Change of Control or a Fundamental Change that is during such period or (2) only to the Holder elects extent of overdue interest, any overdue interest exists at the time of conversion with respect to convert such Debenturenote. No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion, or if less than on account of any dividends on the entire principal amount thereof is Common Stock issued upon conversion. In addition, Holders shall not be entitled to be converted, receive any dividends payable to holders of Common Stock as of any record date before the specified portionclose of business on the applicable conversion date. Debentures Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures Notes for conversion in accordance with the foregoing provisions and comply with the other foregoing provisions, and at such time the rights of the Holders of such Debentures Notes as Holders shall cease, and the person Person or persons 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 as and after at such time. Within two days As promptly as practicable on or after the conversion date, the Company, without cost to the Holder, Company shall issue and shall deliver to Holder the converted Debenture or Trustee at its Corporate Trust Office and the person, specified by such Holder, Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon conversion registered conversion, together with payment in lieu of any fraction of a share thereof, as provided in Section 2.5 hereof, and the Trustee shall forward such certificate or certificates at the addresses set forth in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect written notices sent to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject Holders electing to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereofconvert their Notes.