Common use of Manner of Exercise of Conversion Privilege Clause in Contracts

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder shall surrender this Convertible Note to the Company at any time during usual business hours at its office or agency in the City of New York, State of New York, accompanied by written notice to the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid the Company shall issue and deliver at such office or agency to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at the close of business on the Date of Conversion, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on such date; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder shall surrender this Convertible the Note to the Company at any time during usual business hours at its office or agency in the City of New York, State of New York, Borrower accompanied by written notice to the Company at such office or agency Borrower stating that the holder elects to convert this Convertible the Note or a specified portion thereof on a certain date (“the Conversion Date”). In the event, the Conversion Date falls between quarter ends, the accrued Note Interest shall be computed pro-rata to the number of days during which the principal remained outstanding during the quarter in accordance with the simple interest convention. Such accrued Note Interest shall be automatically converted into the Borrower’s common stock along with the Note Principal. In this case, the amount stated in the holder’s conversion notice shall be deemed to include the Note Principal and stating the Note Interest. The aforesaid conversion notice should state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion common stock shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid the Company Note, the Borrower shall issue and deliver at such office or agency to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock common stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at the close of business on the Date of ConversionConversion Date, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock common stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the resulting shares represented thereby on such date; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities lawsDate. In case any Convertible the event a Note shall be surrendered for conversion of only representing a portion of the principal amount thereofoutstanding Note Principal, the Company Borrower shall execute and deliver to the holder of such Convertible the Note, at the expense of the Company, a new Convertible replacement Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount Note Principal equal to the unconverted portion of the Convertible Note so surrendered.

Manner of Exercise of Conversion Privilege. In order to exercise the a conversion privilege, the holder Holder of any Security to be converted in whole or in part shall surrender this Convertible Note such Security at any of the offices or agencies to be maintained for such purpose by the Company at any time during usual business hours at its office or agency in the City of New Yorkpursuant to Section 2.03, State of New York, accompanied by written and shall give notice to the Company and the Guarantor in the form provided in the Security, duly executed, at such office or agency that the holder Holder elects to convert this Convertible Note such Security or a specified the portion thereof and stating specified in said notice. Such notice shall also state the name or names (names, together with address) the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes Each Security surrendered for conversion shall (if so required by shall, unless the Company) shares issuable on conversion are to be issued in the same name as the name in which such Security is registered, be accompanied by proper assignments thereof instruments of transfer, in form satisfactory to the Guarantor, duly executed by the Holder or its, his or her duly authorized attorney. Securities so surrendered during the period from the close of business on a Record Date, or the next preceding Business Day if such Record Date is not a Business Day, preceding any Interest Payment Date to the opening of business on such Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in next-day funds or other funds acceptable to the Guarantor of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted; provided, however, that, if the Company or shall default on the payment of said interest, said funds shall be blankreturnable to the payor thereof. As promptly as practicable after the receipt surrender of such notice and Security, as aforesaid, the surrender of this Convertible Note as aforesaid the Company Guarantor shall issue and shall deliver at such office or agency to the holdersuch Holder, or on its, his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable on upon the conversion of such conversion Security or portion thereof in accordance with the provision provisions of this Article 10 and cash, as provided in Subsection 3, any fractional interest in respect of any fraction of a share of Common Stock otherwise issuable arising upon such conversion shall be settled as provided in Section 10.04. In case any Security of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver to or upon the order of the Holder of the Security so surrendered, at the expense of the Company, a new Security or Securities and Guarantee or Guarantees in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the Date of Conversiondate on which such Security shall have been surrendered and such notice received by the Company and the Guarantor as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on at such date; providedtime and such conversion shall be at the Conversion Price in effect at such time, however, that any such surrender on any date when unless the stock transfer books of the Company Guarantor shall be closed on that date, in which event such Person or Persons shall constitute the person or persons in whose name or names the certificate or certificates for be deemed to have become such shares are to be issued as the record holder or holders thereof for all purposes of record at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect at on the date upon which such Security shall have been surrendered and such notice received by the Company and the Guarantor. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstandinga Record Date preceding an Interest Payment Date, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes no payment or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note adjustment shall be made on conversion for interest accrued on the Securities surrendered for conversion of only a portion of or for dividends on the principal amount thereof, the Company shall execute and deliver to the holder of Common Stock delivered on such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedconversion.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder shall surrender this Convertible Note to the Company at any time during usual business hours at its principal office or agency in the City of New York, State of New YorkYork City, accompanied by a written notice to the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (together with the address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issuedissued upon conversion. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid the Company shall issue and deliver at such office or agency to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at the close of business on the Date of Conversion, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on such date; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's ’s nominee or nominees) unless such holder delivers to the Company xx an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be is surrendered for conversion of for only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder Lender shall surrender this Convertible Note the Note, duly endorsed or assigned to the Company or in blank, at any time during usual business hours at its the office or agency in of the City of New YorkCompany, State of New Yorktogether with the Conversion Notice duly executed, accompanied by written notice to the Company at such office or agency that the holder Lender elects to convert this Convertible the Note or a specified the portion thereof and stating specified in said Conversion Notice or, alternatively, that Lender will purchase such Common Stock. Such Conversion Notice shall also state the name or names (names, together with address) the address or addresses in which the certificate or certificates for shares of Common Stock which shall be issuable on in such conversion or purchase shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As issued as promptly as practicable after the surrender of the Note and the receipt of such notice and the surrender of this Convertible Note as aforesaid Conversion Notice, the Company shall issue and deliver at such office or agency to the holderLender, or on his Lender's written order, a certificate or certificates for the number of full shares of Common Stock issuable on such upon the conversion of the Note or portion thereof in accordance with the provision provisions of this Article IX. In case the Note shall be surrendered for partial conversion, the Company shall execute and cashdeliver to or upon the order of Lender, as provided at the expense of the Company, a new note or notes in Subsection 3, authorized denominations in respect an aggregate principal amount equal to the unconverted portion of any fraction of a share of Common Stock otherwise issuable upon such conversionthe surrendered Note. Such Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Date of Conversiondate on which the Note shall have been surrendered and such Conversion Notice received by the Company as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion or purchase shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder shall surrender this Convertible Note to the Company at any time during usual business hours at its office or agency in the City of New YorkLas Vegas, State of New YorkNevada, accompanied by written notice to the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid the Company shall issue and deliver at such office or agency to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at the close of business on the Date of Conversion, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on such date; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.

Manner of Exercise of Conversion Privilege. In order to exercise the a conversion privilege, the holder Holder of any Security to be converted in whole or in part shall surrender this Convertible Note to the Company such Security at any time during usual business hours at its office of the offices or agency in agencies to be maintained for such purpose by the City of New YorkIssuer pursuant to Section 2.01, State of New York, accompanied by written and shall give notice to the Issuer and the Company in the form provided in the Security, duly executed, at such office or agency that the holder Holder elects to convert this Convertible Note such Security or a specified the portion thereof and stating specified in said notice. Such notice shall also state the name or names (names, together with address) the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes Each Security surrendered for conversion shall (if so required by shall, unless the Company) shares issuable on conversion are to be issued in the same name as the name in which such Security is registered, be accompanied by proper assignments instruments of transfer, in form satisfactory to the Company, duly executed by the Holder or its, his or her duly authorized attorney. Securities so surrendered during the period from the close of business on a Record Date, or the next preceding Business Day if such Record Date is not a Business Day, preceding any Interest Payment Date to the opening of business on such Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in next-day funds or other funds acceptable to the Company or of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted; provided, however, that, if the Issuer shall default on the payment of said interest, said funds shall be blankreturnable to the payor thereof. As promptly as practicable after the receipt surrender of such notice and the surrender of this Convertible Note Security, as aforesaid aforesaid, the Company shall issue and shall deliver at such office or agency to the holdersuch Holder, or on its, his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable on upon the conversion of such conversion Security or portion thereof in accordance with the provision provisions of this Article Eleven and cash, as provided in Subsection 3, any fractional interest in respect of any fraction of a share of Common Stock otherwise issuable arising upon such conversion shall be settled as provided in Section 11.04. In case any Security of a denomination greater than $2,000 shall be surrendered for partial conversion, the Issuer and the Company shall execute and the Trustee shall authenticate and deliver to or upon the order of the Holder of the Security so surrendered, at the expense of the Issuer, a new Security or Securities and Guarantee or Guarantees in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the Date of Conversiondate on which such Security shall have been surrendered and such notice received by the Issuer and the Company as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on at such date; providedtime and such conversion shall be at the Conversion Price in effect at such time, however, that any such surrender on any date when unless the stock transfer books of the Company shall be closed on that date, in which event such Person or Persons shall constitute the person or persons in whose name or names the certificate or certificates for be deemed to have become such shares are to be issued as the record holder or holders thereof for all purposes of record at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect at on the date upon which such Security shall have been surrendered and such notice received by the Issuer and the Company. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstandinga Record Date preceding an Interest Payment Date, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes no payment or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note adjustment shall be made on conversion for interest accrued on the Securities surrendered for conversion of only a portion of or for dividends on the principal amount thereof, the Company shall execute and deliver to the holder of Common Stock delivered on such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedconversion.

Manner of Exercise of Conversion Privilege. In order The conversion of Series 51 Preference Shares may be effected by surrender of the certificate or certificates representing the same not earlier than 45 days prior to exercise a Conversion Date but not later than the conversion privilege, close of business on the holder shall surrender this Convertible Note to the Company at any time 14th day preceding a Conversion Date during usual business hours at its any office of any transfer agent of the Corporation at which the Series 51 Preference Shares are transferable accompanied by: (i) payment or agency evidence of payment of the tax (if any) payable as provided in the City this Section 4.3; and (ii) a written instrument of New York, State of New York, accompanied by written notice surrender in form satisfactory to the Company at Corporation duly executed by the holder, or his attorney duly authorized in writing, in which instrument such office or agency that the holder elects may also elect to convert this Convertible Note part only of the Series 51 Preference Shares represented by such certificate or a specified portion thereof and stating the name or names (with address) certificates not theretofore called for redemption in which event the Corporation shall issue and deliver or cause to be delivered to such holder, at the expense of the Corporation, a new certificate representing the Series 51 Preference Shares represented by such certificate or certificates which have not been converted. In the event the Corporation is required to convert all remaining outstanding Series 51 Preference Shares into Series 52 Preference Shares on the applicable Conversion Date as provided for in Section 4.2, the Series 51 Preference Shares, in respect of which the holders have not previously elected to convert, shall be converted on the Conversion Date into Series 52 Preference Shares and the holders thereof shall be deemed to be holders of Series 52 Preference Shares at the close of business on the Conversion Date and shall be entitled, upon surrender during usual business hours at any office of any transfer agent of the Corporation at which the Series 51 Preference Shares were transferable of the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes representing Series 51 Preference Shares not previously surrendered for conversion shall (if so required by conversion, to receive a certificate or certificates representing the Company) be accompanied by proper assignments thereof same number of Series 52 Preference Shares in the manner and subject to the Company or be blankterms and provisions as provided in this Section 4.3. As promptly as practicable after the receipt of such notice and applicable Conversion Date, the surrender of this Convertible Note as aforesaid the Company Corporation shall issue and deliver at such office or agency to the holderdeliver, or on his cause to be delivered to or upon the written orderorder of the holder of the Series 51 Preference Shares so surrendered, a certificate or certificates for certificates, issued in the name of, or in such name or names as may be directed by, such holder representing the number of full shares fully-paid and non-assessable Series 52 Preference Shares and the number of Common Stock issuable on remaining Series 51 Preference Shares, if any, to which such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversionholder is entitled. Such conversion shall be deemed to have been effected made at the close of business on the Date Conversion Date, so that the rights of Conversion, the holder of such Series 51 Preference Shares as the holder thereof shall cease at such time and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable entitled to receive Series 52 Preference Shares upon such conversion shall be deemed to have treated for all purposes as having become the holder or holders of record of such Series 52 Preference Shares at such time. The holder of any Series 51 Preference Share on the shares represented thereby record date for any dividend declared payable on such dateshare shall be entitled to such dividend notwithstanding that such share is converted into Series 52 Preference Shares after such record date and on or before the date of the payment of such dividend. The issuance of certificates for the Series 52 Preference Shares upon the conversion of Series 51 Preference Shares shall be made without charge to the converting holders of Series 51 Preference Shares for any fee or tax in respect of the issuance of such certificates or the Series 52 Preference Shares represented thereby; provided, however, that the Corporation shall not be required to pay any such surrender on any date when the stock transfer books of the Company shall tax which may be closed shall constitute imposed upon the person or persons to whom such Series 52 Preference Shares are issued in whose name respect of the issuance of such Series 52 Preference Shares or names the certificate therefor or certificates for such shares are to which may be issued as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price payable in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer respect of any Conversion Shares upon conversion transfer involved in the issuance and delivery of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered such certificate in any a name or names other than the name that of the holder of the Convertible NotesSeries 51 Preference Shares converted, converted and the Corporation shall not be required to issue or to be converted (deliver such certificate unless the person or such holder's nominee or nominees) unless such holder delivers persons requesting the issuance thereof shall have paid to the Company xx opinion Corporation the amount of counsel reasonably satisfactory such tax or shall have established to the Company to satisfaction of the effect Corporation that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedtax has been paid.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder shall surrender this Convertible Note to the Company at any time during usual business hours at its office or agency in the City of New YorkTallahasse, State of New YorkFlorida, accompanied by written notice to the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid the Company shall issue and deliver at such office or agency to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at the close of business on the Date of Conversion, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on such date; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder Holder of any Convertible Security to be converted shall surrender this such Convertible Note Security to the Company at any time during usual business hours at its office or agency in the The City of New York, State of New Yorktogether with the conversion notice in the form provided on the Securities (or separate written notice) duly executed, accompanied by written notice to the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (and, if so required by the Company) be , accompanied by proper assignments thereof instruments of transfer, in form satisfactory to the Company or be blank. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid the Company shall issue and deliver at such office or agency to the holderTrustee, duly executed by the Holder or on by his written order, a certificate or certificates for duly authorized attorney in writing. Any Registered Convertible Security so surrendered during the number of full shares of Common Stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at period from the close of business on the Regular Record Date preceding an Interest Payment Date for such Registered Convertible Security to the opening of Conversionbusiness on such Interest Payment Date shall (unless any such Registered Convertible Security or the portion thereof being converted shall have been called for redemption on a Redemption Date during such period, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock which event no interest shall be issuable upon payable with respect to such conversion shall Registered Convertible Security or portion thereof, as the case may be, following such Redemption Date) also be deemed accompanied by payment in New York Clearing House funds or other funds acceptable to have become the holder or holders Company of record of an amount equal to the shares represented thereby interest payable on such dateInterest Payment Date on the principal amount of such Registered Convertible Security then being converted; provided, however, that any no such surrender on any date when the stock transfer books of the Company payment need be made if there shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Noteexist, at the expense time of the Companyconversion, a new Convertible Note default in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion payment of interest on the Convertible Note so surrendered.Securities of such series. Except as provided in the immediately preceding sentence, no adjustment shall be made for interest accrued on any Convertible Security that shall be converted or for dividends on any shares of Common Stock that shall be delivered upon the conversion of such Convertible

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder Holder of any Debenture to be converted in whole or in part shall surrender this Convertible Note such Debenture to the Conversion Agent at the office or agency to be maintained by the Company pursuant to Section 10.2 of the Indenture for the conversion of Debentures, with the fully completed Notice of Conversion set forth in the Debenture duly completed and, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company at any time during usual business hours at its office or agency in the City of New York, State of New York, accompanied by written notice and to the Company at such office Trustee, duly executed by the Holder or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating his duly authorized attorney in writing. Said notice shall state the name or names (with address) addresses), if other than the Holder, in which the certificate or certificates for shares of Common Stock Series A which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt surrender of such Debenture with the signed and completed notice and the surrender of this Convertible Note as aforesaid aforesaid, the Company shall shall, subject to the provisions of Section 5.8, issue and deliver at such office or agency to the holdersuch Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock Series A issuable on such conversion in accordance with the provision principal amount of this Article the Debenture then surrendered for conversion, and cash, as provided in Subsection 3Section 5.3, in respect of any fraction of a share of Common Stock Series A otherwise issuable upon such conversion, and the Company shall execute, and the Trustee shall authenticate and deliver to such Holder without service charge, a new Debenture or Debentures, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unconverted portion of the Debenture so surrendered. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such Debenture containing a duly completed and executed Notice of Conversion shall have been surrendered as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock Series A shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby on such datethereby; provided, however, that any such surrender surrender, on any date when the stock transfer books of the Company shall be closed closed, shall constitute the person Person or persons Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof thereof, for all purposes at the close opening of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall nevertheless be at the conversion price Conversion Price in effect at the close of business on the date when such Debenture shall have been so surrendered. The Holder at the close of business on any Regular Record Date for the payment of interest will be entitled to receive the interest payable on his or her Debenture on the corresponding Cash Interest Payment Date notwithstanding the conversion of such surrenderDebenture into Common Stock Series A following such Regular Record Date. Anything contained in this Section 6.2 Subject to the contrary notwithstandingSections 5.5 and 5.6 hereof, the Company no payment or adjustment shall not be obligated to effect the transfer made upon conversion on account of any Conversion Shares interest accrued or deferred or otherwise unpaid on the principal of any Debenture or portion thereof so converted or for any dividends or distributions on any shares of Common Stock Series A. Holders of Common Stock Series A issuable upon conversion of prior to or on a record date for any portion of any Convertible Notes dividend or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or distribution on such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shares shall be surrendered for conversion entitled to receive the same dividend or distribution as other holders of only a portion record of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.Common Stock Series A.

Manner of Exercise of Conversion Privilege. In order to exercise the a conversion privilege, the holder Holder of any Security to be converted in whole or in part shall surrender this Convertible Note to the Company such Security at any time during usual business hours at its office of the offices or agency in agencies to be maintained for such purpose by the City of New YorkIssuer pursuant to Section 2.01, State of New York, accompanied by written and shall give notice to the Issuer and the Company in the form provided in the Security, duly executed, at such office or agency that the holder Holder elects to convert this Convertible Note such Security or a specified the portion thereof and stating specified in said notice. Such notice shall also state the name or names (names, together with address) the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes Each Security surrendered for conversion shall (if so required by shall, unless the Company) shares issuable on conversion are to be issued in the same name as the name in which such Security is registered, be accompanied by proper assignments instruments of transfer, in form satisfactory to the Company, duly executed by the Holder or its, his or her duly authorized attorney. Securities so surrendered during the period from the close of business on a Record Date, or the next preceding Business Day if such Record Date is not a Business Day, preceding any Interest Payment Date to the opening of business on such Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in next-day funds or other funds acceptable to the Company or of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted; provided, however, that, if the Issuer shall default on the payment of said interest, said funds shall be blankreturnable to the payor thereof. As promptly as practicable after the receipt surrender of such notice and the surrender of this Convertible Note Security, as aforesaid aforesaid, the Company shall issue and shall deliver at such office or agency to the holdersuch Holder, or on its, his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable on upon the conversion of such conversion Security or portion thereof in accordance with the provision provisions of this Article Eleven and cash, as provided in Subsection 3, any fractional interest in respect of any fraction of a share of Common Stock otherwise issuable arising upon such conversion shall be settled as provided in Section 11.04. In case any Security of a denomination greater than $1,000 shall be surrendered for partial conversion, the Issuer and the Company shall execute and the Trustee shall authenticate and deliver to or upon the order of the Holder of the Security so surrendered, at the expense of the Issuer, a new Security or Securities and Guarantee or Guarantees in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the Date of Conversiondate on which such Security shall have been surrendered and such notice received by the Issuer and the Company as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on at such date; providedtime and such conversion shall be at the Conversion Price in effect at such time, however, that any such surrender on any date when unless the stock transfer books of the Company shall be closed on that date, in which event such Person or Persons shall constitute the person or persons in whose name or names the certificate or certificates for be deemed to have become such shares are to be issued as the record holder or holders thereof for all purposes of record at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect at on the date upon which such Security shall have been surrendered and such notice received by the Issuer and the Company. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstandinga Record Date preceding an Interest Payment Date, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes no payment or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note adjustment shall be made on conversion for interest accrued on the Securities surrendered for conversion of only a portion of or for dividends on the principal amount thereof, the Company shall execute and deliver to the holder of Common Stock delivered on such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedconversion.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder Holder of any Debenture to be converted in whole or in part shall surrender this Convertible Note such Debenture to the Conversion Agent at the office or agency to be maintained by the Company pursuant to Section 10.2 of the Indenture for the conversion of Debentures, with the fully completed Notice of Conversion set forth in the Debenture duly completed and, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company at any time during usual business hours at its office or agency in the City of New York, State of New York, accompanied by written notice and to the Company at such office Trustee, duly executed by the Holder or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating his duly authorized attorney in writing. Said notice shall state the name or names (with address) addresses), if other than the Holder, in which the certificate or certificates for shares of Common Stock Series A which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt surrender of such Debenture with the signed and completed notice and the surrender of this Convertible Note as aforesaid aforesaid, the Company shall shall, subject to the provisions of Section 5.8, issue and deliver at such office or agency to the holdersuch Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock Series A issuable on such conversion in accordance with the provision principal amount of this Article and the Debenture then surrendered for conversion, cash, as provided in Subsection 3Section 5.3, in respect of any fraction of a share of Common Stock Series A otherwise issuable upon such conversion, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder hereof without service charge, a new Debenture or Debentures, of any authorized denomination as requested by the Holder, in an aggregate principal amount equal to and in exchange for the unconverted portion of this Debenture so surrendered. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such Debenture containing a duly completed and executed Notice of Conversion shall have been surrendered as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock Series A shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby on such datethereby; provided, however, that any such surrender surrender, on any date when the stock transfer books of the Company shall be closed closed, shall constitute the person Person or persons Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof thereof, for all purposes at the close opening of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall nevertheless be at the conversion price Conversion Price in effect at the close of business on the date when such Debenture shall have been so surrendered. The Holder at the close of business on any Regular Record Date for the payment of interest will be entitled to receive the interest payable on his or her Debenture on the corresponding Cash Interest Payment Date notwithstanding the conversion of such surrenderDebenture into Common Stock Series A following such Regular Record Date. Anything contained in this Section 6.2 Subject to the contrary notwithstandingSections 5.5 and 5.6 hereof, the Company no payment or adjustment shall not be obligated to effect the transfer made upon conversion on account of any Conversion Shares upon conversion interest accrued or deferred or otherwise unpaid on the principal of any Debenture or portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, thereof so converted or for any dividends or distributions on any shares of Common Stock Series A. Holders of Common Stock Series A received upon such conversion prior to be converted (or on a record date for any dividend or distribution on such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shares shall be surrendered for conversion entitled to receive the same dividend or distribution as other holders of only a portion record of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.Common Stock Series A.

Manner of Exercise of Conversion Privilege. In order to To exercise the conversion privilege, the holder Holder shall surrender this Convertible Note such Debenture to the Company at any time during usual business hours at its office or agency Debenture Registrar, together with a duly executed conversion notice in the City of New Yorkform provided on the Debenture, State of New York, accompanied by written notice to and the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (with address) in which the certificate or certificates for shares of Common Stock which Debenture shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) also be accompanied by proper assignments thereof to the Company or in blank for transfer and any requisite Federal and state transfer tax stamps. The Debenture Registrar will immediately notify the Company of each such conversion election. Debentures surrendered for conversion during the period from the close of business on the record date preceding an Interest Payment Date to the opening of business on such Interest Payment Date shall (unless any such Debenture or the portion thereof being converted shall have been called for redemption) also be blankaccompanied by payment in funds in cash or by certified bank cashier's check of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Debenture then being converted. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid Debenture for conversion, the Company shall issue and shall deliver at such office or agency to the holderDebenture Registrar for delivery to such Holder, or on his written orderdesignee, a certificate or certificates for the number of full shares of Common Stock issuable on upon the conversion of such conversion in accordance with the provision of this Article Debenture or portion thereof and cash, as provided in Subsection 3, a check or cash in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion, all as provided in this Section 13.2, together with a Debenture or Debentures in principal amount equal to the unconverted and unredeemed portion, if any, of the Debenture so converted. Such conversion Conversion shall be deemed to have been effected on the date on which notice (and payment, if required) shall have been received at the close Debenture Registrar's office and such Debenture shall have been surrendered to the Debenture Registrar, and at that time the rights of business on the Date holder as a Holder shall cease as to that portion of Conversionthe Debenture converted, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby on such datethereby; provided, however, that in the event any such surrender conversion occurs on any date when the stock transfer books of the Company shall be closed shall constitute are closed, the person or persons in whose name or names the certificate or certificates for such shares of Common Stock are to be issued as will be deemed 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect at the close of business on the date of such surrendernext succeeding day on which such transfer books are open. Anything contained in this Section 6.2 Subject to the contrary notwithstandingforegoing, the Company no adjustment shall not be obligated to effect the transfer of made for interest accrued on any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to Debenture that shall be converted (unless any such Debenture or such holder's nominee the portion thereof being converted shall have been called for redemption) or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect for dividends on any Common Stock that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for issued upon the conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedDebenture.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder of any Convertible Security to be converted shall surrender this such Convertible Note to Security at the Company at any time during usual business hours at its office or agency in to be maintained by the City Company pursuant to Section 5.02 for the conversion of New YorkConvertible Securities, State of New York, accompanied by and shall give written notice to the Company in the form provided on the Security at such office or agency that the holder elects to convert this such Convertible Note Security and, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly executed by the Holder or his duly authorized attorney in writing. Convertible Securities, of any series, surrendered for conversion during the period from the close of business on any record date (as defined in Section 2.05) for the payment of interest on such series of Convertible Securities to the opening of business on the interest payment date (as defined in Section 2.05) of such series for such interest shall (except in the case of Convertible Securities which have been called for redemption on a specified portion thereof and stating 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 Convertible Securities being surrendered for conversion. Said notice shall state the name or names (with addressaddresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the surrender of such Convertible Security and the receipt of such notice and the surrender of this Convertible Note notice, as aforesaid aforesaid, the Company shall shall, subject to the provisions of Section 3.08, issue and deliver at such office or agency to the such holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion of Convertible Securities in accordance with the provision provisions of this Article and cash, as provided in Subsection 3Section 3.03, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice shall have been received by the Company and such Convertible Security shall have been surrendered as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby on such datethereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the close opening of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, open but such conversion shall nevertheless be at the conversion price in effect at the close of business on the date of when such surrenderConvertible Security shall have been so surrendered with the conversion notice, and such Convertible Security shall cease to bear interest on such date. Anything contained in this Section 6.2 Subject to the contrary notwithstandingforegoing and to the last paragraph of Section 2.05, the Company no payment or adjustment shall not be obligated to effect the transfer made upon conversion on account of any Conversion Shares upon conversion of any portion of interest accrued on any Convertible Notes Security converted or cause for dividends or distributions on any Conversion Shares shares of Common Stock issued upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedSecurity.

Manner of Exercise of Conversion Privilege. In order to To exercise the conversion privilege, the holder Holder shall surrender this Convertible Note such Debenture to the Company at any time during usual business hours at its office or agency Registrar, together with a duly executed conversion notice in the City of New Yorkform provided on the Debenture, State of New Yorkand, accompanied by written notice to the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) Registrar, the Debenture shall also be accompanied by proper assignments thereof to the Company or in blank for transfer and any requisite Federal and state transfer tax stamps. Debentures surrendered for conversion during the period from the close of business on the record date preceding an interest payment date to the opening of business on such interest payment date shall (unless any such Debenture or the portion thereof being converted shall have been called for redemption) also be blankaccompanied by payment in funds in cash or by certified bank cashier's check of an amount equal to the interest payable on such interest payment date on the principal amount of such Debenture then being converted. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid any Debenture for conversion, the Company shall issue and shall deliver at such office or agency to the holderRegistrar for delivery to such Holder, or on his written orderdesignee, a certificate or certificates for the number of full shares of Class A Common Stock issuable on upon the conversion of such conversion in accordance with the provision of this Article Debenture or portion thereof and cash, as provided in Subsection 3, a check or cash in respect of any fraction of a share of Class A Common Stock otherwise issuable upon such conversion, all as provided in this Section 13.2, together with a Debenture or Debentures in principal amount equal to the unconverted and unredeemed portion, if any, of the Debenture so converted. Such conversion Conversion shall be deemed to have been effected on the date on which notice (and payment, if required) shall have been received at the close Registrar's office and such Debenture shall have been surrendered to the Registrar, and at that time the rights of business on the Date holder as a Holder shall cease as to that portion of Conversionthe Debenture converted, and the person or persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby on such datethereby; provided, however, that in the event any such surrender conversion occurs on any date when the stock transfer books of the Company shall be closed shall constitute are closed, the person or persons in whose name or names the certificate or certificates for such shares of Class A Common Stock are to be issued as will be deemed 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect at the close of business on the date of such surrendernext succeeding day on which such transfer books are open. Anything contained in this Section 6.2 Subject to the contrary notwithstandingforegoing, the Company no adjustment shall not be obligated to effect the transfer of made for interest accrued on any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to Debenture that shall be converted (unless any such Debenture or such holder's nominee the portion thereof being converted shall have been called for redemption) or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect for dividends on any Class A Common Stock that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for issued upon the conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedDebenture.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder of any Debenture to be converted shall surrender this Convertible Note such Debenture during regular business hours to the executive office of the Company at any time during usual business hours at its office or agency in the City of New York, State of New Yorkaccordance with Section 4.02, accompanied by written notice to the Company at such said office or agency that the holder elects to convert this Convertible Note or a specified such Debenture or, if less than the entire principal amount of the Debenture is to be converted, the portion thereof and stating to be converted. Such notice shall also state the name or names (with addressaddress and tax identification number) in which the certificate or certificates for shares of Common Stock which shall be issuable on upon such conversion shall be issued. All Convertible Notes Debentures surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blankin blank for transfer. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note such Debenture as aforesaid aforesaid, but subject to Section 11.03, the Company shall issue and deliver or cause to be delivered at such said office or agency to the such holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on upon the conversion of such conversion in accordance with the Debenture (or specified portion thereof) and provision of this Article and cash, as provided in Subsection 3, shall be made in respect of any fraction of a share of Common Stock otherwise issuable upon such conversionfractional interest as provided in Section 11.03. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the Date date on which such notice shall have been received by the Company and such Debenture shall have been surrendered as aforesaid, and at such time the rights of Conversion, the holder of such Debenture as such holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on such date; provided, however, that any such surrender on any date when thereby. Subject to the stock transfer books requirement for a payment provided in Section 2.02 in the event of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at conversion after the close of business on the next succeeding day on which such stock transfer books are openrecord date preceding an interest payment date, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion no payment or adjustment shall be at the made upon any conversion price in effect at the close on account of business any interest accrued on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer Debentures delivered for conversion or on account of any Conversion Shares dividends on the shares of Common Stock issued upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities lawsconversion. In case any Convertible Note shall be surrendered for Debenture is converted in part only, upon such conversion of only a portion of the principal amount thereof, the Company shall execute execute, register and deliver to the holder of such Convertible Notethereof, at the expense of the Company, a new Convertible Note Debenture or Debentures of authorized denominations in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedsuch Debenture.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder Lender shall surrender this Convertible Note to at the Company at any time during usual business hours at its Borrower's principal executive office or agency in the City of New York, State of New York, accompanied by and shall give written notice to the Company Borrower at such office or agency that the holder Lender elects to convert this Convertible such Note or a specified the portion thereof and stating specified in said notice. Such notice shall also state the name or names (names, together with address) address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note Note, as aforesaid aforesaid, the Company Borrower shall issue and shall deliver at such office or agency to the holderLender, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such upon the conversion of this Note or portion thereof in accordance with the provision provisions of this Article and cash, as provided in Subsection 3, in respect of any fraction Section 4. In case of a share partial conversion of Common Stock otherwise issuable this Note, the Borrower shall execute and deliver to or upon such conversionthe order of the Lender of the Note so surrendered a Note or Notes in the principal amount equal to the unconverted portion of this Note. Such Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Date of Conversiondate on which such Note shall have been surrendered and such notice received by the Borrower as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record records of the shares represented thereby on at such date; providedtime and such conversions shall be at the Conversion Price in effect at such time, however, that any such surrender on any date when unless the stock transfer books of the Company Borrower shall be closed shall constitute the on that date, in which event such person or persons in whose name or names the certificate or certificates for shall be deemed to have become such shares are to be issued as the record holder or holders thereof for all purposes of record at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder of any Note to be converted in whole or in part shall surrender this Convertible Note such Note, duly endorsed or assigned to the Company or in blank, at any time during usual business hours at its office of the offices or agency in agencies to be maintained for such purpose by the City of New York, State of New YorkCompany pursuant to Section 4.2, accompanied by the funds, if any, required by the third from the last paragraph of this Section, and shall give irrevocable written notice of conversion in the form provided on the Notes (or such other notice as is acceptable to the Company) to the Company (a "Conversion Notice") at such office or agency that the holder elects to convert this Convertible such Note or a specified the portion thereof and stating specified in said notice. Such Conversion Notice shall also state the name or names (names, together with address) the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on in such conversion shall be issued. All Convertible Notes Each Note surrendered for conversion shall (if so required by shall, unless the Company) shares issuable on conversion are to be issued in the same name as the name in which such Note is registered, be accompanied by proper assignments thereof instruments of transfer, in form satisfactory to the Company Company, duly executed by the holder or be blankhis duly authorized attorney and in amount sufficient to pay any transfer or similar tax. As promptly as practicable after the surrender of such Note and the receipt of such notice Conversion Notice, instruments of transfer and the surrender of this Convertible Note funds, if any, as aforesaid aforesaid, the Company shall issue and shall deliver at such office or agency to the such holder, or on his written order, a certificate or certificates for the number of full whole shares of Common Stock issuable on upon the conversion of such conversion Note or portion thereof in accordance with the provision provisions of this Article 5 and cash, as provided in Subsection 3, a check or cash in respect of any fraction of fractional interest in a share of Common Stock otherwise issuable arising upon such conversion, as provided in Section 5.3. Such In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall register or cause to be registered and shall authenticate and deliver to or upon the order of the holder of the Note so surrendered at the expense of the Company, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Date date on which such Note shall have been surrendered and such Conversion Notice (and any applicable instruments of Conversiontransfer and any required funds) received by the Company as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date and such conversion shall be at the Conversion Price in effect at such time on such date; provided, however, that any such surrender on any date when unless the stock transfer books of the Company shall be closed on that date, in which event such Person or Persons shall constitute the person or persons in whose name or names the certificate or certificates for be deemed to have become such shares are to be issued as the record holder or holders thereof for all purposes of record at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect on the date upon which such Note shall have been surrendered and such Conversion Notice received by the Company. Any Note or portion thereof surrendered for conversion after the close of business on a Record Date for payment of interest and prior to the opening of business on the next succeeding Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest thereon that is to be paid on such Interest Payment Date on the principal amount being converted (unless any such Note or portion thereof being converted shall have been called for redemption on a redemption date occurring between the close of business on such Record Date and the opening of business on such Interest Payment Date, in which case no such payment shall be required); provided, however, that no such payment need be made if there shall -------- ------- exist at the time of conversion a default in the payment of interest on the Notes. An amount equal to such payment shall be paid by the Company on such Interest Payment Date to the holder of such Notes at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstandingRecord Date; provided, however, that, if the Company shall not default in the -------- ------- payment of interest on such Interest Payment Date, such amount shall be obligated paid to effect the Person who made such required payment. Except as provided for above in this Section, no payments or adjustments shall be made upon conversion on account of accrued interest on the Notes or for any dividends or distributions on any shares of Common Stock delivered upon the conversion of such Notes as provided in this Article. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and follow the other procedures set forth in such program. Upon the conversion of a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. All shares of Common Stock delivered upon such conversion of Notes that bear the Restricted Securities Legend shall, if required by the Company upon written notice to the Trustee, bear restrictive legends substantially in the form of the legends required to be set forth on the Notes hereunder and shall be subject to the restrictions on transfer provided in such Restricted Securities Legend. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such Restricted Securities Legends on such Common Stock; provided, however, that the Trustee or any -------- ------- Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible NotesAgent shall have provided, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver such Common Stock, written notice that the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered Notes delivered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver are subject to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedrestrictions on transfer.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilegeprivilege set forth in SECTION 14.01, the holder Holder of any Debenture to be converted in whole or in part shall surrender this Convertible Note such Debenture to the Company at any time during usual business hours at any of its office offices or agency agencies maintained for the purpose as provided in SECTION 10.02, and at the City time of New Yorksuch surrender shall give written notice, State in substantially the form set forth on the reverse of New Yorksuch Debenture, accompanied by written notice to the Company at such office or agency that the holder Bolder elects to convert this Convertible Note such Debenture or a specified the portion thereof and stating specified in such notice. Such notice shall also state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on deliverable upon such conversion shall be issuedregistered. All Convertible Notes If any Debenture, or part thereof, is surrendered for conversion at any time after the Regular Record Date with respect to an Interest Payment Date and before such Interest Payment Date, then such Debenture, or part thereof surrendered for conversion, shall (if so required by the Company) be accompanied by proper assignments cash in an amount equal to the interest that would have accrued on such Debenture, or part thereof surrendered for conversion, from the Date of Conversion (as defined in this SECTION 14.02) to such Interest Payment Date at the rate of 714% per annum; provided, however, that no such payment need be made if there shall exist at the Date of Conversion a default in the payment of interest on the Debenture. The funds so delivered shall be paid to the Company on or after such Interest Payment Date unless the Company shall default in the payment of interest due on such Interest Payment Date, in which event such funds shall be blankrepaid to the Holder delivering the same. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note such Debenture as aforesaid aforesaid, the Company shall shall, subject to the provisions of SECTION 14.08, issue and deliver at such office or agency to the holdersuch Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable deliverable on such conversion of such Debenture or portion thereof in accordance with the provision provisions of this Article XIV and cash, as provided in Subsection 3SECTION 14.03, in respect of any fraction of a share of Common Stock otherwise issuable deliverable upon such conversion. In case any Debenture of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall, subject to the provisions of SECTION 14.08, execute and register and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Debenture so surrendered, without charge to such Holder, except as provided in SECTION 14.08, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the Debentures so surrendered. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such notice shall have been received by the Company and such Debenture shall have been surrendered as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby on such datethereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the close opening of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall nevertheless be at the conversion price Conversion Price in effect at the close of business business, and such Debenture shall cease to bear interest, on the date Date of such surrenderConversion. Anything contained in this Section 6.2 Subject to the contrary notwithstandingaforesaid requirement for a payment in the event of a conversion after a Regular Record Date and before the related Interest Payment Date, the Company no payment or adjustment shall not be obligated to effect the transfer made upon conversion on account of any Conversion Shares interest accrued on any Debenture converted or for dividends or distributions on any shares of Common Stock delivered upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedDebenture.

Manner of Exercise of Conversion Privilege. In order to exercise the a conversion privilege, the holder Holder of any Security to be converted in whole or in part shall surrender this Convertible Note such Security at any of the offices or agencies to be maintained for such purpose by the Company at any time during usual business hours at its office or agency in the City of New Yorkpursuant to Section 2.03, State of New York, accompanied by written and shall give notice to the Company and the Guarantor in the form provided in the Security, duly executed, at such office or agency that the holder Holder elects to convert this Convertible Note such Security or a specified the portion thereof and stating specified in said notice. Such notice shall also state the name or names (names, together with address) the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes Each Security surrendered for conversion shall (if so required by shall, unless the Company) shares issuable on conversion are to be issued in the same name as the name in which such Security is registered, be accompanied by proper assignments thereof instruments of transfer, in form satisfactory to the Company Guarantor, duly executed by the Holder or be blankits, his or her duly authorized attorney. As promptly as practicable after Securities so surrendered during the receipt of such notice and the surrender of this Convertible Note as aforesaid the Company shall issue and deliver at such office or agency to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at period from the close of business on a Record Date, or the next preceding Business Day if such Record Date is not a Business Day, preceding any Interest Payment Date to the opening of Conversion, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby business on such dateInterest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in next-day funds or other funds acceptable to the Guarantor of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted; provided, however, that any such surrender on any date when the stock transfer books of that, if the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.default

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder Holder of any Convertible Security to be converted shall surrender this such Convertible Note Security to the Company at any time during usual business hours at its office Office or agency Agency maintained for such purpose, together with the conversion notice in the City of New Yorkform provided on the Securities (or separate written notice) duly executed, State of New Yorkand, if so required -81- by the Company, accompanied by written notice instruments of transfer, in form satisfactory to the Company at and to the Trustee, duly executed by the Holder or by his duly authorized attorney in writing. Any Registered Convertible Security so surrendered during the period from the close of business on the Regular Record Date preceding an Interest Payment Date for such office Registered Convertible Security to the opening of business on such Interest Payment Date shall (unless any such Registered Convertible Security or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (with address) being converted shall have been called for redemption on a Redemption Date during such period, in which event no interest shall be payable with respect to such Registered Convertible Security or portion thereof, as the certificate case may be, following such Redemption Date, and the Date of Conversion shall be one Business Day prior to such Redemption Date) also be accompanied by payment in New York Clearing House funds or certificates other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Registered Convertible Security then being converted; PROVIDED, HOWEVER, that no such payment need be made if there shall exist, at the time of conversion, a default in the payment of interest on the Convertible Securities of such series. Except as provided in the immediately preceding sentence, no adjustment shall be made for interest accrued on any Convertible Security that shall be converted or for dividends on any shares of Common Stock which that shall be issuable on delivered upon the conversion of such conversion Convertible Securities. The funds so delivered to such Office or Agency shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof paid to the Company on or after such Interest Payment Date, unless the Company shall default in the payment of the interest due on such Interest Payment Date, in which event such funds shall be blankrepaid to the Person who delivered the same. As promptly as practicable after the receipt of such notice and the surrender of this any Convertible Note Security for conversion as aforesaid aforesaid, the Company shall issue and deliver at said Office or Agency to such office or agency to the holderHolder, or on his written order, a certificate or certificates for the number of full shares deliverable upon the conversion of Common Stock issuable on such conversion in accordance with the provision of this Article Convertible Security or portion thereof and cash, as provided in Subsection 3, a check or cash in respect of any fraction of a share of Common Stock otherwise issuable deliverable upon such conversion, all as provided in this Article Sixteen, together with a Convertible Security or Convertible Securities of the same series in principal amount equal to the unconverted and unredeemed portion, if any, of Convertible Security so converted in accordance with Section 305 hereof. Such conversion shall be deemed to have been effected at the close of business on the Date of Conversiondate on which such notice shall have been received at said Office or Agency and such Convertible Security shall have been surrendered as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable deliverable upon such conversion shall be deemed to have become on said date the holder Holder or holders Holders of record of the shares represented thereby on such date; providedthereby, howeverPROVIDED, HOWEVER, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person Person or persons Persons in whose name or names the certificate or certificates for such shares are to be issued delivered as the record holder Holder or holders Holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.

Manner of Exercise of Conversion Privilege. In order to To exercise the conversion privilege, the holder Holder shall surrender this Convertible Note such Debenture to the Company at any time during usual business hours at its office or agency Debenture Registrar, together with a duly executed conversion notice in the City of New Yorkform provided on the Debenture, State of New Yorkand, accompanied by written notice to the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) Debenture Registrar, the Debenture shall also be accompanied by proper assignments thereof to the Company or in blank for transfer and any requisite Federal and state transfer tax stamps. Debentures surrendered for conversion during the period from the close of business on the record date preceding an Interest Payment Date to the opening of business on such Interest Payment Date shall (unless any such Debenture or the portion thereof being converted shall have been called for redemption) also be blankaccompanied by payment in funds in cash or by certified bank cashier's check of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Debenture then being converted. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid Debenture for conversion, the Company shall issue and shall deliver at such office or agency to the holderDebenture Registrar for delivery to such Holder, or on his written orderdesignee, a certificate or certificates for the number of full shares of Common Stock issuable on upon the conversion of such conversion in accordance with the provision of this Article Debenture or portion thereof and cash, as provided in Subsection 3, a check or cash in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion, all as provided in this Section 13.2, together with a Debenture or Debentures in principal amount equal to the unconverted and unredeemed portion, if any, of the Debenture so converted. Such conversion Conversion shall be deemed to have been effected on the date on which notice (and payment, if required) shall have been received at the close Debenture Registrar's office and such Debenture shall have been surrendered to the Debenture Registrar, and at that time the rights of business on the Date holder as a Holder shall cease as to that portion of Conversionthe Debenture converted, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby on such datethereby; provided, however, that in the event any such surrender conversion occurs on any date when the stock transfer books of the Company shall be closed shall constitute are closed, the person or persons in whose name or names the certificate or certificates for such shares of Common Stock are to be issued as will be deemed 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect at the close of business on the date of such surrendernext succeeding day on which such transfer books are open. Anything contained in this Section 6.2 Subject to the contrary notwithstandingforegoing, the Company no adjustment shall not be obligated to effect the transfer of made for interest accrued on any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to Debenture that shall be converted (unless any such Debenture or such holder's nominee the portion thereof being converted shall have been called for redemption) or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect for dividends on any Common Stock that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for issued upon the conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedDebenture.

Manner of Exercise of Conversion Privilege. In order ------------------------------------------ to exercise the conversion privilege, the holder of any Note to be converted in whole or in part shall surrender this Convertible such Note at any of the offices or agencies to be maintained for such purpose by the Company at any time during usual business hours at its office or agency in the City of New York, State of New Yorkpursuant to Section 5.02, accompanied by the funds, if any, required by the last paragraph of this Section, and shall give written notice of conversion in the form provided on the Note (or such other notice as is acceptable to the Company) to the Company at such office or agency that the holder elects to convert this Convertible such Note or a specified the portion thereof and stating specified in such notice. Such notice shall also state the name or names (names, together with address) the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on in such conversion shall be issued. All Convertible Notes Each Note surrendered for conversion shall (if so required by shall, unless the Company) shares issuable on conversion are to be issued in the same name as the name in which such Note is registered, be accompanied by proper assignments thereof instruments of transfer, in form satisfactory to the Company Company, duly executed by the holder or be blankits duly authorized attorney and an amount sufficient to pay any transfer or similar tax. As promptly as practicable after the surrender of such Note and the receipt of such notice notice, instruments of transfer and the surrender of this Convertible Note funds, if any, as aforesaid aforesaid, the Company shall issue and shall deliver at such office or agency to the such holder, or on his its written order, a certificate or certificates for the number of full shares of Common Stock issuable on upon the conversion of such conversion Note or portion thereof in accordance with the provision provisions of this Article Four and cash, as provided in Subsection 3, a check or cash in respect of any fraction of fractional interest in a share of Common Stock otherwise issuable arising upon such conversion, as provided in Section 4.03. Such In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall register or cause to be registered on the Note register and shall authenticate and deliver to or upon the order of the holder of the Note so surrendered, at the expense of the Company, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Date date on which such Note shall have been surrendered and such notice (and any applicable instruments of Conversiontransfer and any required taxes and payments) shall have been received by the Company as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date; provided, howeverand such conversion shall be at the Conversion Price in effect at such time on such date, that any such surrender on any date when unless the stock transfer books of the Company shall be closed shall constitute the on that date, in which event such person or persons in whose name or names the certificate or certificates for shall be deemed to have become such shares are to be issued as the record holder or holders thereof for all purposes of record at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect on the date upon which such Note shall have been surrendered and such notice (and any applicable instruments of transfer and any required taxes and payments) shall have been received by the Company. Any Note or portion thereof surrendered for conversion during the period beginning immediately after the close of business on the Regular Record Date for any Interest Payment Date and ending at the close of business on the date of such surrender. Anything contained Interest Payment Date shall be accompanied by payment, in this Section 6.2 funds acceptable to the contrary notwithstandingCompany, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers an amount equal to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that interest otherwise payable on such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of Interest Payment Date on the principal amount thereofbeing converted; provided, -------- however, that no such payment need be made if there shall exist at the time of ------- conversion a default in the payment of interest on the Notes; provided further, -------- ------- however, that no such payment need be made if such Note or portion thereof being ------- converted shall have been called for redemption and the Redemption Date for such Note falls during the period beginning immediately after the close of business on such Regular Record Date and ending at the close of business on such Interest Payment Date. An amount equal to such payment shall be paid by the Company shall execute and deliver on such Interest Payment Date to the holder of such Convertible Note, Note at the expense close of business on such Regular Record Date; provided, however, that if the Company, a new Convertible Note Company shall -------- ------- default in the denomination or denominations ($1,000 and integral multiples thereofpayment of interest on such Interest Payment Date, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal shall be paid to the unconverted portion person who made such required payment. Except as provided for above in this Section, no payment or adjustment shall be made for interest accrued on any Note converted or for any dividends or distributions on any shares of Common Stock issued upon the Convertible conversion of such Note so surrenderedas provided in this Article.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder Holder of any Debenture to be converted in whole or in part shall surrender this Convertible Note such Debenture to the Conversion Agent at the office or agency to be maintained by the Company pursuant to Section 10.2 of the Indenture for the conversion of Debentures, with the fully completed Notice of Conversion set forth in the Debenture duly completed and, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company at any time during usual business hours at its office or agency in the City of New York, State of New York, accompanied by written notice and to the Company at such office Trustee, duly executed by the Holder or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating his duly authorized attorney in writing. Said notice shall state the name or names (with address) addresses), if other than the Holder, in which the certificate or certificates for shares of Common Stock Series A which shall be issuable on such conversion shall be issued. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt surrender of such Debenture with the signed and completed notice and the surrender of this Convertible Note as aforesaid aforesaid, the Company shall shall, subject to the provisions of Section 5.8, issue and deliver at such office or agency to the holdersuch Holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock Series A issuable on such conversion in accordance with the provision principal amount of this Article the Debenture then surrendered for conversion, and cash, as provided in Subsection 3Section 5.3, in respect of any fraction of a share of Common Stock Series A otherwise issuable upon such conversion, and the Company shall execute, and the Trustee shall authenticate and deliver to such Holder without service charge, a new Debenture or Debentures, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unconverted portion of the Debenture so surrendered. Such conversion shall be deemed to have been effected at immediately prior to the close of business on the date (herein called the "Date of Conversion") on which such Debenture containing a duly completed and executed Notice of Conversion shall have been surrendered as aforesaid, and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock Series A shall be issuable upon such conversion shall be deemed to have become on the Date of Conversion the holder or holders of record of the shares represented thereby on such datethereby; provided, however, that any such surrender surrender, on any date when the stock transfer books of the Company shall be closed closed, shall constitute the person Person or persons Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof thereof, for all purposes at the close opening of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall nevertheless be at the conversion price Conversion Price in effect at the close of business on the date when such Debenture shall have been so surrendered. The Holder at the close of business on any Regular Record Date for the payment of interest will be entitled to receive the interest payable on his or her Debenture on the corresponding Cash Interest Payment Date notwithstanding the conversion of such surrenderDebenture into Common Stock Series A following such Regular Record Date. Anything contained in this Section 6.2 Subject to the contrary notwithstandingSections 5.5 and 5.6 hereof, the Company no payment or adjustment shall not be obligated to effect the transfer made upon conversion on account of any Conversion Shares interest accrued or deferred or otherwise unpaid on the principal of any Debenture or portion thereof so converted or for any dividends or distributions on any shares of Common Stock Series A. Holders of Common Stock Series A issued upon conversion of prior to or on a record date for any portion of any Convertible Notes dividend or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or distribution on such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shares shall be surrendered for conversion entitled to receive the same dividend or distribution as other holders of only a portion record of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.Common Stock Series A.

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder of one or more shares of $100 Preferred Stock to be converted shall surrender such shares at any of the offices or agencies to be maintained for such purpose by the Corporation accompanied by the funds, if any, required by the last paragraph of this Convertible Note Section 7(b) and shall give written notice of conversion in the form provided on such shares of $100 Preferred Stock (or such other notice as is acceptable to the Company at any time during usual business hours at its office or agency in the City of New York, State of New York, accompanied by written notice Corporation) to the Company Corporation at such office or agency that the holder elects to convert this Convertible Note or a the shares of $100 Preferred Stock specified portion thereof and stating in said notice. Such notice shall also state the name or names (names, together with address) address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on in such conversion shall be issued. All Convertible Notes Each share of $100 Preferred Stock surrendered for conversion shall (if so required by shall, unless the Company) shares issuable on conversion are to be issued in the same name as the name in which such share is registered, be accompanied by proper assignments thereof instruments of transfer, in form satisfactory to the Company Corporation, duly executed by the holder or be blankhis duly authorized attorney and an amount sufficient to pay any transfer or similar tax. As promptly as practicable after the surrender of such shares of $100 Preferred Stock and the receipt of such notice notice, instruments of transfer of such shares of $100 Preferred Stock and the surrender receipt of this Convertible Note such notice, instruments of transfer and funds, if any, as aforesaid aforesaid, the Company Corporation shall issue and shall deliver at such office or agency to the holdersuch Holder, or on his written order, order a certificate or certificates for the number of full shares of Common Stock issuable on upon the conversion of such conversion share of $100 Preferred Stock in accordance with the provision provisions of this Article Section 7 and cash, as provided in Subsection 3, a check or cash in respect of any fraction of fractional interest in a share of Common Stock otherwise issuable arising upon such conversion, as provided in Section 7(c). Such Each conversion shall be deemed to have been effected at immediately prior to the close of business on the Date date on which such shares of Conversion$100 Preferred Stock shall have been surrendered and such notice (and any applicable instruments of transfer and any required taxes) received by the Corporation as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date; provided, howeverand such conversion shall be at the Conversion Price in effect at such time on such date, that any such surrender on any date when unless the stock transfer books of the Company Corporation shall be closed shall constitute the on that date, in which event such person or persons in whose name or names the certificate or certificates for shall be deemed to have become such shares are to be issued as the record holder or holders thereof for all purposes of record at the close of business on the next succeeding day on which such stock transfer books are open, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price Conversion Price in effect on the date upon which such shares of $100 Preferred Stock shall have been surrendered and such notice received by the Corporation. Any shares of $100 Preferred Stock surrendered for conversion during the period from the close of business on the record date for any dividend payment to the opening of business on the related dividend payment date shall (unless such shares of $100 Preferred Stock shall have been called for redemption on a date in such period) be accompanied by payment, in funds acceptable to the Corporation, of an amount equal to the dividend otherwise payable on such dividend payment date; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of dividends on the shares of $100 Preferred Stock. An amount equal to such payment shall be paid by the Corporation on such dividend payment date to the holder of such shares of $100 Preferred Stock at the close of business on such record date; provided, however, that if the date Corporation shall default in the payment of dividends on such dividend payment date, such amount shall be paid to the person who made such required payment. Except as provided for above in this Section, no adjustment shall be made for dividends accrued on any shares of $100 Preferred Stock converted or for dividends on any shares issued upon the conversion of such surrender. Anything contained shares as provided in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrenderedSection.

Manner of Exercise of Conversion Privilege. In order to exercise the a conversion privilege, the holder Holder of any Security to be converted in whole or in part shall surrender this Convertible Note such Security at any of the offices or agencies to be maintained for such purpose by the Company at any time during usual business hours at its office or agency in the City of New Yorkpursuant to Section 2.03, State of New York, accompanied by written and shall give notice to the Company and the Guarantor in the form provided in the Security, duly executed, at such office or agency that the holder Holder elects to convert this Convertible Note such Security or a specified the portion thereof and stating specified in said notice. Such notice shall also state the name or names (names, together with address) the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All Convertible Notes Each Security surrendered for conversion shall (if so required by shall, unless the Company) shares issuable on conversion are to be issued in the same name as the name in which such Security is registered, be accompanied by proper assignments thereof instruments of transfer, in form satisfactory to the Guarantor, duly executed by the Holder or its, his or her duly authorized attorney. Securities so surrendered during the period from the close of business on a Record Date, or the next preceding Business Day if such Record Date is not a Business Day, preceding any Interest Payment Date to the opening of business on such Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in next-day funds or other funds acceptable to the Guarantor of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted; provided, however, that, if the Company or shall default on the payment of said interest, said funds shall be blankreturnable to the payor thereof. As promptly as practicable after the receipt surrender of such notice and Security, as aforesaid, the surrender of this Convertible Note as aforesaid the Company Guarantor shall issue and shall deliver at such office or agency to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at the close of business on the Date of Conversion, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on such date; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's nominee or nominees) unless such holder delivers to the Company xx opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. In case any Convertible Note shall be surrendered for conversion of only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.such

Manner of Exercise of Conversion Privilege. In order to exercise the conversion privilege, the holder shall surrender this Convertible Note to the Company at any time during usual business hours at its principal office or agency in the City of New York, State of New YorkYork City, accompanied by a written notice to the Company at such office or agency that the holder elects to convert this Convertible Note or a specified portion thereof and stating the name or names (together with the address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issuedissued upon conversion. All Convertible Notes surrendered for conversion shall (if so required by the Company) be accompanied by proper assignments thereof to the Company or be blank. As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid the Company shall issue and deliver at such office or agency to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provision of this Article and cash, as provided in Subsection 3, in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected at the close of business on the Date of Conversion, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on such date; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued 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, and the Convertible Note surrendered shall not be deemed to have been converted until such time for all purposes, but such conversion shall be at the conversion price in effect at the close of business on the date of such surrender. Anything contained in this Section 6.2 to the contrary notwithstanding, the Company shall not be obligated to effect the transfer of any Conversion Shares upon conversion of any portion of any Convertible Notes or cause any Conversion Shares upon conversion of any Convertible Notes to be registered in any name or names other than the name of the holder of the Convertible Notes, converted or to be converted (or such holder's ’s nominee or nominees) unless such holder delivers to the Company xx an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with applicable securities laws. CD-1001 In case any Convertible Note shall be is surrendered for conversion of for only a portion of the principal amount thereof, the Company shall execute and deliver to the holder of such Convertible Note, at the expense of the Company, a new Convertible Note in the denomination or denominations ($1,000 and integral multiples thereof, plus one Convertible Note in a lesser denomination, if required) as such holder may request in an aggregate principal amount equal to the unconverted portion of the Convertible Note so surrendered.