Common use of Conversion Clause in Contracts

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the limitations set forth in this Section, shall have the right, exercisable at any time their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 ________ shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of approximately $ _____ per $20.13 per share 10 principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances all of the adjustments with respect to the conversion price of the Debentures, as set forth in Section 1303 and 1304the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such written notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities on or following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or allowance with respect to not in arrears accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedTrust Securities surrendered for conversion, which or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the close of business on the date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints the Property Trustee, not in its individual capacity but solely as conversion agent, (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise required of the Property Trustee or with the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.

Conversion. The Holder This Warrant may be converted by the holder hereof, in whole or in part, into shares of Common Stock, during normal business hours on any Convertible Debenture has the right, exercisable at any time Business Day on or before 5:00 p.m. (New York City time) on prior to the Business Day immediately preceding the date Expiration Date, by surrender of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of this Warrant to the Company or at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a Tax Event), conversion notice in substantially the form attached to convert the principal amount thereof this Warrant (or any portion thereof that is an integral multiple a reasonable facsimile thereof) duly executed by such holder, and such holder shall thereupon be entitled to receive a number of $25) into duly authorized, validly issued, fully paid and nonassessable shares of Sun Common Stock of the Company at (or Other Securities) equal to: (i) an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures equal to: (a) an amount equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The (x) the number of shares issuable upon conversion of a Convertible Debenture is Common Stock (or Other Securities) determined by dividing the principal amount of the Convertible Debenture converted by the conversion price as provided in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete Sections 2 and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will 3 hereof which such holder would be entitled to receive upon exercise of this Warrant for the interest payable on number of shares of Common Stock designated in such conversion notice multiplied by (y) the subsequent Interest Payment Date on the portion of Convertible Debentures to be [for Parent Warrants: Current Market Price (or, if such shares are converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except in connection with a Company Sale (as otherwise provided defined in the immediately preceding sentencePurchase Agreement), in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after Market Price)] [for Subsidiary Warrants and IPO Valuation Warrants: Market Price] on the date of conversion of each such Convertible Debenture shall not be payable, and share of Common Stock (or such Other Securities) so receivable upon such exercise minus (b) an amount equal to (x) the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest number of shares of Common Stock (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject without giving effect to any right of adjustment thereof) designated in such conversion notice multiplied by (y) the Holder of Initial Warrant Price divided by (ii) [for Parent Warrants: such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request Current Market Price (or, if then held by such shares are converted in connection with a Company Sale (as defined in the CompanyPurchase Agreement), shall be discharged from the Market Price)][for Subsidiary Warrants and IPO Valuation Warrants: such trustMarket Price] of each such share of Common Stock (or Other Securities).

Conversion. The Holder shares of Series F Preferred Stock are not convertible into or exchangeable for any Convertible Debenture other property or securities of the Corporation, except as provided in this Paragraph H. (1) Upon the occurrence of a Change of Control, each holder of shares of Series F Preferred Stock shall have the right (unless, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem some or all of the rightshares of Series F Preferred Stock held by such holder pursuant to Subparagraph F(1) or F(2) above, exercisable at any time on in which case such holder shall have the right only with respect to shares of Series F Preferred Stock that are not called for redemption) to convert some or before 5:00 p.m. all of the Series F Preferred Stock held by such holder (New York City timethe “Change of Control Conversion Right”) on the Business Day immediately preceding the date Change of repayment Control Conversion Date into a number of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Series F Preferred Stock (the “Common Stock), subject Stock Conversion Consideration”) equal to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined the lesser of (A) the quotient obtained by dividing (i) the principal amount sum of the Convertible Debenture converted by $25.00 Liquidation Preference per share of Series F Preferred Stock plus the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by accrued and unpaid dividends thereon to the portion Change of Control Conversion Date (unless the principal amount thereof converted into shares Change of Sun Common Stock. To convert Control Conversion Date is after a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Dividend Record Date and prior to the subsequent Interest corresponding Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Holder Common Stock Price (as defined below) (such quotient, the “Conversion Rate”) and (B) [___]1 (the “Share Cap”). Anything in these terms of the Series F Preferred Stock to the contrary notwithstanding and except as otherwise required by law, the persons who are the holders of record of shares of Series F Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the interest dividend payable on the subsequent Interest corresponding Dividend Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of those shares after such Dividend Record Date and on or prior to such Interest Dividend Payment Date and, in such case, the full amount of such dividend shall be paid on such Dividend Payment Date to the persons who were the holders of record at the close of business on such Dividend Record Date. Except The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as otherwise provided follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split. For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable or deliverable, as applicable in connection with the exercise of the Change of Control Conversion Right shall not exceed [___]2 shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap and is also subject to adjustment if the number of authorized shares of Series F Preferred Stock is increased and such additional shares are thereafter issued by the Corporation. 1Share Cap will equal the liquidation preference divided by 50% of the closing price on the last trading day prior to filing of the related prospectus supplement. 2Exchange Cap will equal the Share Cap multiplied by the Series F Preferred Shares being issued. In the case of a Change of Control pursuant to which Common Stock is or will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of Series F Preferred Stock shall receive upon conversion of such Series F Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”; the Common Stock Conversion Consideration or the Alternative Conversion Consideration, whichever shall be applicable to a Change of Control, is referred to herein as the “Conversion Consideration”). If the holders of Common Stock have the opportunity to elect the form of consideration to be received in the immediately preceding sentenceChange of Control, the Conversion Consideration in respect of such Change of Control will be deemed to be the kind and amount of consideration actually received by holders of a majority of the outstanding shares of Common Stock that made or voted for such an election (if electing between two types of consideration) or holders of a plurality of the outstanding shares of Common Stock that made or voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in such Change of Control. (2) The Corporation will not issue fractional shares of Common Stock upon the conversion of Series F Preferred Stock in connection with a Change of Control. Instead, the Corporation will make, and the holders of Series F Preferred Stock shall be entitled to receive, a cash payment equal to the value of such fractional shares based upon the Common Stock Price used in determining the Common Stock Conversion Consideration for such Change of Control. (3) Within 15 days following the occurrence of a Change of Control (unless the Corporation has provided notice of its intention to redeem all of the shares of Series F Preferred Stock pursuant to Subparagraph F(1) or F(2) above), the Corporation will provide to holders of Series F Preferred Stock a notice of the occurrence of the Change of Control that describes the resulting Change of Control Conversion Right, which notice shall be delivered to the holders of record of the shares of Series F Preferred Stock at their addresses as they appear on the Corporation’s share transfer records and notice shall also be provided to the Corporation’s transfer agent. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series F Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series F Preferred Stock may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control Conversion Date; (vi) that if, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of its election to redeem all or any shares of the Series F Preferred Stock, the holders will not be able to convert the shares of Series F Preferred Stock called for redemption and such shares of Series F Preferred Stock shall be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series F Preferred Stock; (viii) the name and address of the paying agent, transfer agent and conversion agent for the Series F Preferred Stock; (ix) the procedures that the holders of Series F Preferred Stock must follow to exercise the Change of Control Conversion Right (including procedures for surrendering shares for conversion through the facilities of a Depositary), including the form of conversion notice to be delivered by such holders as described below; and (x) the last date on which holders of Series F Preferred Stock may withdraw shares surrendered for conversion and the procedures such holders must follow to effect such a withdrawal. (4) The Corporation shall issue a press release containing such notice for publication on Dow J▇▇▇▇ & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), and post notice on the Corporation’s website, in any event prior to the opening of business on the first Business Day following any date on which the Corporation provides notice pursuant to Subparagraph H(3) above to the holders of Series F Preferred Stock. (5) To exercise the Change of Control Conversion Right, the holders of shares of Series F Preferred Stock shall be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of Series F Preferred Stock to be converted, duly endorsed for transfer (or, in the case of any Convertible Debenture which is convertedshares of Series F Preferred Stock held in book-entry form through a Depositary, interest whose Stated Maturity is after to deliver, on or before the date close of conversion business on the Change of Control Conversion Date, the shares of Series F Preferred Stock to be converted through the facilities of such Convertible Debenture Depositary), together with a written conversion notice in the form provided by the Corporation, duly completed, to the Corporation’s transfer agent. Such notice shall not be payable, and state: (i) the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest relevant Change of Control Conversion Date; (including Additional Payments, if anyii) on the Convertible Debentures being converted, which shall be deemed number of shares of Series F Preferred Stock to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with ; and (iii) that the Trustee or with any Paying Agent or so segregated and held in trust for shares of Series F Preferred Stock are to be converted pursuant to the redemption of such Convertible Debenture shall (subject to any right applicable terms of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustSeries F Preferred Stock.

Conversion. The Holder of On the Conversion Date, automatically and without any Convertible Debenture has further consent or action required by any Lender or notice by the rightBorrower, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price the Loans outstanding as of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 such date and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal aggregate amount of all Pre-Petition Secured Loans outstanding as of such date owing to the Convertible Debenture Lenders (or their Affiliates) that did not become Roll-Up Loans shall, in each case, be automatically converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made dollar-for-dollar basis for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must “Loans” (i) complete and sign a conversion notice substantially as defined in the form attached heretoExit Facility Term Sheet) in accordance with the Exit Facility Term Sheet and funded under the Exit Credit Agreement, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice all outstanding Letters of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except Credit as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which date shall be deemed to be paid issued as “Letters of Credit” (as defined in full. If any Convertible Debenture called for redemption the Exit Facility Term Sheet) under the Exit Credit Agreement in accordance with the Exit Facility Term Sheet (this clause (a), the “DIP Debt Conversion”), the Credit Parties (or the entities assuming the operations and assets of the Credit Parties in the Acceptable Plan, to the extent such Person is convertedrequired under the Exit Facility Term Sheet or the Acceptable Plan to continue to be an obligor thereunder) shall assume all obligations in respect of the Loans hereunder that are converted into “Loans” (as defined in the Exit Facility Term Sheet) and deemed funded under the Exit Credit Agreement and all Letters of Credit that are issued as “Letters of Credit” under the Exit Credit Agreement and all other monetary obligations in connection therewith, all Secured Swap Agreements shall be deemed to be “Secured Swap Agreements” (which term will have a correlative meaning as set forth in this Agreement) under the Exit Credit Agreement and all Secured Swap Indebtedness under such Secured Swap Agreements will be deemed to be “Indebtedness” (which term will have a correlative meaning as set forth in this Agreement) under the Exit Credit Agreement, all obligations owing or to be owing by the Borrower, any money deposited Subsidiary or any Guarantor to any Bank Products Provider in respect of Bank Products shall be deemed to be “Indebtedness” (which term will have a correlative meaning as set forth in this Agreement) under the Exit Credit Agreement, each Lender party to the RSA shall be a lender under the Exit Credit Agreement in accordance with the Trustee RSA and the Exit Facility Term Sheet and upon Payment in Full, this Agreement shall terminate and be superseded and replaced in its entirety by the Exit Credit Agreement. Notwithstanding the foregoing, all obligations of Borrowers and the other Credit Parties to Administrative Agent and the Lenders under this Agreement and any other Loan Document which are expressly stated in this Agreement or with any Paying such other Loan Document as surviving such agreement’s termination shall, as so specified, survive without prejudice and remain in full force and effect. Each of the Credit Parties, Administrative Agent and the Lenders shall take such actions and execute and deliver such agreements, instruments or other documents as Administrative Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject Majority Lenders may reasonably request to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid give effect to the Company upon Company Request orprovisions of this ‎Section 2.09 and as are required to complete the schedules to the Exit Credit Agreement or other agreements contemplated thereby. Each Lender hereto hereby agrees that, if then held by on the CompanyConversion Date, shall be discharged from such trustthe Administrative Agent (in its capacity as administrative agent under the Exit Credit Agreement) may execute and deliver the Exit Credit Agreement (and any guaranty contemplated thereby) on its own behalf and on behalf of each Lender.

Conversion. The Holder Class B Partnership Preferred Units shall be convertible by the holders thereof as follows: (1) Upon any conversion of any Convertible Debenture has shares of Class B Preferred Stock into shares of Common Stock, the right, exercisable at any time on or before 5:00 p.m. (New York City time) on General Partner shall cause a number of Class B Partnership Preferred Units equal to the Business Day immediately preceding the date of repayment number of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable converted shares of Sun Common Class B Preferred Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture be converted by the holders thereof into Partnership Common Units. The conversion price ratio in effect on from time to time for the Conversion Date. No fractional shares will conversion of Class B Partnership Preferred Units into Partnership Common Units pursuant to this Section 7 shall at all times be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture equal to, and shall be reduced by automatically adjusted as necessary to reflect, the portion conversion ratio in effect from time to time for the conversion of the principal amount thereof converted Class B Preferred Stock into shares of Sun Common Stock. To convert . (2) Holders of Class B Partnership Preferred Units at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will distribution payment record date shall be entitled to receive the interest distribution payable on such units on the subsequent Interest corresponding Distribution Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof following such distribution payment record date and prior to such Interest Distribution Payment Date. Except as otherwise provided in above, the immediately preceding sentence, in Partnership shall make no payment or allowance for unpaid distributions on converted units or for distributions on the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of Partnership Common Units issued upon such conversion. Each conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Class B Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Class B Preferred Stock into Common Stock is deemed to have been effected. (3) No fractional Partnership Common Units shall be paid issued upon conversion of Class B Partnership Preferred Units. Instead of any fractional Partnership Common Units that would otherwise be deliverable upon the conversion of Class B Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in full. If cash equal to the cash payable to a holder of an equivalent number of converted shares of Class B Preferred Stock in lieu of fractional shares of Common Stock. (4) The Partnership will pay any Convertible Debenture called for redemption is converted, any money deposited with and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the Trustee issue or with any Paying Agent delivery of Partnership Common Units or so segregated and held in trust for the other securities or property on conversion or redemption of such Convertible Debenture shall Class B Partnership Preferred Units pursuant hereto, and (subject to any right ii) the issue or delivery of the Holder Common Stock or other securities or property on conversion or redemption of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid Class B Preferred Stock pursuant to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustterms hereof.

Conversion. The Holder of any Convertible Debenture has the right2.5.1 Subject to Section 2.5.7, exercisable at any time on one or before 5:00 p.m. (New York City time) on more times prior to the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (outstanding of the Loan, or upon notification by the Borrower to the Lender of the Borrower's intention to prepay the principal amount of any Advance in full or in part, the Lender shall be entitled to elect to convert all or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted Loan outstanding to the Lender at such time (together with all accrued and unpaid Standby Fees and all accrued and unpaid interest including compound interest accrued and outstanding thereon) (the "Conversion Amount") into such number (the "Specified Number") of fully paid and non-assessable Common Shares in the capital of the Borrower as is equal to the Conversion Amount divided by the Initial Advance Conversion Price or the Subsequent Advance Conversion Price, as applicable, but provided that conversion of (a) any Conversion Amount of the Loan which represents any Subsequent Advance shall be subject to Exchange approval or authorization in connection with such Subsequent Advance and such amount will be converted into Common Shares at the Subsequent Advance Conversion Price, in accordance with Section 2.5.3 and (b) any Conversion Amount which represents accrued and unpaid Standby Fees or interest (or any other fees or expenses under this Agreement to be converted, if applicable) thereon shall be subject to Exchange approval or authorization at the future time of conversion and such amount will be converted into Common Shares at a price per Common Share equal to the Market Price of the Common Shares on the Exchange measured on the close of trading on the trading day immediately prior to the date on which such Standby Fee or interest (or any other fees or expenses under this Agreement to be converted, if applicable) becomes payable under the terms of this Agreement. Such election by the Lender shall be made on notice to the Borrower in accordance with Section 10.12 and shall specify the date for conversion (the "Conversion Date"). The Initial Advance Conversion Price, the Subsequent Advance Conversion Price and the Conversion Amount shall each be in Canadian Dollars, and the Conversion Amount for determining the Specified Number of Common Shares shall be the Equivalent Amount thereof expressed in Canadian Dollars determined as with respect to each Advance as at the date the Advance is made. If any conversion is in respect of any Conversion Amount which represents any Subsequent Advance, accrued and unpaid Standby Fees or interest (or any other fees or expenses under this Agreement, if applicable) thereon, the Borrower shall promptly following receipt of the notice contemplated by this Section 2.5.1 make, and diligently pursue, an application to the Exchange to seek approval or authorization for the conversion of such Subsequent Advance, Standby Fees or interest (or any other fees or expenses under this Agreement, if applicable). 2.5.2 Subject to Section 2.5.1 in respect of fees, interest or expenses, the Conversion Amount in respect of any outstanding balance of the Initial Advance which the Lender may elect to convert will be converted into Common Shares at a price per Common Share equal to Initial Advance Conversion Price. Subject to Section 2.5.1, on the Conversion Date the Lender will be deemed to have subscribed for the Specified Number of Common Shares at a total subscription price (each, an "Initial Advance Subscription Price") equal to such Conversion Amount, and the total Initial Advance Subscription Price payable by the Lender to the Borrower in accordance with this Section 2.5.2 will be automatically set-off against the full amount of such Conversion Amount owing by the Borrower to the Lender in full payment of each other effective as of the Conversion Date, whereupon the full amount of such Conversion Amount will be deemed to have been paid by the Borrower to the Lender and the total Initial Advance Subscription Price will be deemed to have been paid by the Lender to the Borrower. 2.5.3 Subject to the rules and policies of each applicable Exchange and Section 2.5.1, the Conversion Amount in respect of any outstanding balance of any Subsequent Advance which the Lender may elect to convert will be converted into Common Shares at a price per Common Share equal to the higher of (as adjusted from time to time in accordance with the terms hereof, the "Subsequent Advance Conversion Price"): (a) the Market Price of the Common Shares less the maximum permitted discount under the rules and policies of the Exchange, and (b) a 20% premium above the 30 trading day VWAP of the Common Shares, in each case measured on the close of trading on the trading day immediately prior to the earlier of the announcement of such Subsequent Advance and the date of the making of such Subsequent Advance. Subject to Section 2.5.1, on the Conversion Date the Lender will be deemed to have subscribed for the Specified Number of Common Shares at a total subscription price (each, a "Subsequent Advance Subscription Price") equal to such Conversion Amount, and the total Subsequent Advance Subscription Price payable by the Lender to the Borrower in accordance with this Section 2.5.3 will be automatically set-off against the full amount of such Conversion Amount owing by the Borrower to the Lender in full payment of each other effective as of the Conversion Date, whereupon the full amount of such Conversion Amount will be deemed to have been paid by the Borrower to the Lender and the total Subsequent Advance Subscription Price will be deemed to have been paid by the Lender to the Borrower. 2.5.4 Subject to the rules and policies of each applicable Exchange, including applicable shareholder approval requirements, and Section 2.5.7, if for a period of 30 consecutive trading days on the Exchange, the VWAP of the Common Shares measured on the close of the trading on each such day equals or exceeds a 50% premium above the Initial Advance Conversion Price (an "Initial Advance Forced Conversion Trigger"), the Borrower shall, provided that no Default or Event of Default shall have occurred and be continuing, be entitled by written notice to the Lender (an "Initial Advance Forced Conversion Notice") to have the one time right (the "Initial Advance Forced Conversion Right") exercisable at any time after the Initial Advance Forced Conversion Trigger, to elect to cause the Lender to convert up to 50% of the principal amount outstanding of the Initial Advance and such principal amount (together with all Standby Fees and all interest including compound interest accrued and outstanding thereon) in the event of such an election shall constitute the Conversion Amount and shall be converted into Common Shares (the "Initial Advance Forced Conversion Shares") in accordance with Section 2.5.1 and Section 2.5.2 hereof, as applicable. Upon a forced Conversion pursuant to this Section 2.5.4, the Borrower shall, upon the Lender's request, use commercial reasonable efforts to identify and introduce one or more potential purchasers of the Initial Advance Forced Conversion Shares in order to assist the Lender in facilitating the sale of any or all of Initial Advance Forced Conversion Shares held by the Lender. Notwithstanding the foregoing, the Borrower shall not be entitled to give a Initial Advance Forced Conversion Notice if at any time after the first or any subsequent Initial Advance Forced Conversion Trigger the VWAP of the Common Shares for a period of five consecutive trading days at any time is less than 120% of the Initial Advance Conversion Price then in effect (an "Initial Advance Forced Conversion Termination"). For greater certainty, if following the occurrence of any Initial Advance Forced Conversion Termination a subsequent Advance Forced Conversion Trigger shall occur for 30 consecutive trading days commencing after the Initial Advance Forced Conversion Termination, then the right of the Borrower to cause the Lender to convert pursuant to this Section 2.5.4 shall be reinstated and shall be terminated upon the occurrence of any subsequent Initial Advance Forced Conversion Termination. The Borrower shall use all reasonable commercial efforts to assist the Lender with liquidity for any Common Shares issued to the Lender as a result of a forced conversion pursuant hereto provided that the Borrower shall have no obligation to file a prospectus in respect of any trade by the Lender nor shall the Borrower have any obligation or commitment in the form of an agency or underwriting relationship to the Lender in respect of any such trade. 2.5.5 Subject to the rules and policies of each applicable Exchange, including applicable shareholder approval requirements, and Section 2.5.7, if for a period of 30 consecutive trading days on the Exchange, the VWAP of the Common Shares measured on the close of the trading on each such day equals or exceeds a 50% premium above the Subsequent Advance Conversion Price for any Subsequent Advance (a "Subsequent Advance Forced Conversion Trigger"), the Borrower shall, provided that no Default or Event of Default shall have occurred and be continuing, be entitled by written notice to the Lender (a "Subsequent Advance Forced Conversion Notice") have the one time right (the "Subsequent Advance Forced Conversion Right") exercisable at any time after the Subsequent Advance Forced Conversion Trigger, to elect to cause the Lender to convert up to 50% of the principal amount outstanding of such Subsequent Advance and such principal amount (together with all Standby Fees and all interest including compound interest accrued and outstanding thereon) in the event of such an election shall constitute the Conversion Amount and shall be converted into Common Shares the "Subsequent Advance Forced Conversion Shares") in accordance with Section 2.5.1 and Section 2.5.3 hereof, as applicable. Upon a forced Conversion pursuant to this Section 2.5.5, the Borrower shall, upon the Lender's request, use commercial reasonable efforts to identify and introduce one or more potential purchasers of the Subsequent Advance Forced Conversion Shares in order to assist the Lender in facilitating the sale of any or all of Subsequent Advance Forced Conversion Shares held by the Lender. Notwithstanding the foregoing, the Borrower shall not be entitled to give a Subsequent Advance Forced Conversion Notice if at any time after the first or any subsequent Advance Forced Conversion Trigger the VWAP of the Common Shares for a period of five consecutive trading days at any time is less than 120% of the Subsequent Advance Conversion Price then in effect (a "Subsequent Advance Forced Conversion Termination"). For greater certainty, if following the occurrence of any Subsequent Advance Forced Conversion Termination a subsequent Advance Forced Conversion Trigger shall occur for 30 consecutive trading days commencing after the Subsequent Advance Forced Conversion Termination, then the right of the Borrower to cause the Lender to convert pursuant to this Section 2.5.5 shall be reinstated and shall be terminated upon the occurrence of any subsequent Advance Forced Conversion Termination. The Borrower shall use all reasonable commercial efforts to assist the Lender with liquidity for any Common Shares issued to the Lender as a result of a forced conversion pursuant hereto provided that the Borrower shall have no obligation to file a prospectus in respect of any trade by the Lender nor shall the Borrower have any obligation or commitment in the form of an agency or underwriting relationship to the Lender in respect of any such trade. 2.5.6 Upon the conversion of a Conversion Amount, the Lender or the Lender's affiliates or associates (as such terms are defined in the Securities Act), shall be entered in the books (including its central securities register) of the Borrower as at the date of conversion as the holder of the number of Common Shares into which such Conversion Amount is convertible and, as soon as practicable, the Borrower shall deliver to the Lender or such other Persons as the Lender may direct in writing, a certificate or other evidence for such Common Shares. 2.5.7 The Lender shall be prohibited from converting a portion of any Conversion Amount into Common Shares if, as a result of the conversion of such portion, the Lender, together with any person(s) or company(ies) acting jointly or in concert with the Lender, would in the aggregate beneficially own, or exercise control or direction over, 20% or more of the issued and outstanding Common Shares (taking into account all other Common Shares collectively held by such shareholders) (the "20% Threshold"), unless shareholder approval and Exchange approval is obtained by the Borrower in accordance with Applicable Securities Legislation and the rules or policies of each applicable Exchange, if applicable. Upon written notice from the Lender that the Lender intends to convert a portion of any Conversion Amount that would result in the Lender exceeding the 20% Threshold, the Borrower shall use all commercially reasonable efforts to seek any shareholder approval required in accordance with the rules and policies of each applicable Exchange. Notwithstanding the foregoing, but subject to Exchange approval or authorization, this Section 2.5.7 shall not prevent any conversion of any Conversion Amount in connection with any of the following permitted transactions: (a) in connection with any (i) offer to purchase Common Shares made to all holders of Common Shares by way of take-over bid, plan of arrangement, merger, amalgamation or other similar transaction or series of transactions; (ii) recapitalization, reclassification or change of Common Shares (other than changes resulting from a share split or consolidation) as a result of which Common Shares would be converted into, or exchanged for, securities or other property or assets; or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Borrower and its subsidiaries; in all cases to allow the Lender to participate in such transaction or transactions on a pari passu basis with all other holders of Common Shares; or (b) in connection with any transaction where substantially concurrently with such conversion (or promptly thereafter) the Lender sells or transfers the Common Shares received as a result of such conversion to a third party not affiliated with the Lender (which third party may include an underwriter or placement or distribution agent). 2.5.8 The Conversion Price at which any Conversion Amount is convertible and the number of Common Shares deliverable upon the conversion of any Conversion Amount shall be subject to adjustment in the events and in the manner following: (a) If and whenever at any time, the Borrower shall: (i) subdivide or re-divide its outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares; or (iii) fix a record date for the issue of Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all the outstanding Common Shares by way of a stock dividend (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares), (any of such events being called a "Common Share Reorganization") the Conversion Price in effect immediately after the record or effective dates of such Common Share Reorganization shall be adjusted by multiplying the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but day preceding such record or effective date by a cash adjustment will be made for any fractional interest. The outstanding principal amount fraction, the numerator of any Convertible Debenture which shall be reduced by the portion total number of Common Shares outstanding before such Common Share Reorganization and the principal amount thereof converted into shares denominator of Sun which shall be the total number of Common Stock. To convert a Convertible DebentureShares outstanding immediately after such Common Share Reorganization, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, including in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of Common Shares that would have been outstanding had such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, securities been exchanged for or converted into Common Shares on such record or effective date. Such adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If made successively whenever any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.event ref

Conversion. The Holder of any Convertible Debenture Lender has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on after the Business Day immediately preceding the date of repayment of such Convertible DebenturesEffective Date, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)its election, to convert all or part of the principal amount thereof (or any portion thereof that is an integral multiple Note Amount into shares of $25) into fully paid and nonassessable non-assessable shares of Sun Common Stock common stock of the Company at an initial conversion rate of 1.2419 shares of Sun Borrower (the “Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a Stock”). The conversion price of shall be $20.13 0.013 per share of Sun Common StockStock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), subject and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to adjustment under certain circumstances as set forth the Lender, with respect to any variable or calculation reflected in Section 1303 the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and 1304irrevocably ratified such notice of conversion and waived any objection thereto. The number Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of a Convertible Debenture is determined by dividing the principal amount any subsidiary of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially Note is hereby deleted in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustits entirety.

Conversion. The Subject to the next two succeeding sentences, a Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to Security may convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) it into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate any time before the close of 1.2419 business on February 16, 2021. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Rate is 8.224 shares of Sun Common Stock for each per $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)1,000 Principal Amount at Maturity, subject to adjustment under in certain circumstances as set forth events described in Section 1303 and 1304the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares issuable upon of Common Stock such Holder would have received if the Company had not exercised such option. Accrued and unpaid interest in lieu of Original Issue Discount will not be paid on Securities that are converted; provided, however, that if the Company exercises such option, -------- ------- Securities surrendered for conversion during the period, in the case of interest in lieu of Original Issue Discount, from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (and with respect to which the Company has mailed a Convertible Debenture notice of redemption). Securities surrendered for conversion must be accompanied by payment of an amount equal to the interest in lieu of Original Issue Discount with respect thereto that the registered Holder is determined to receive. Except where Securities surrendered for conversion must be accompanied by dividing the principal amount of the Convertible Debenture payment as described above, no interest on converted Securities will be payable by the conversion price in effect Company on any Interest Payment Date subsequent to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount date of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stockconversion. To convert a Convertible DebentureSecurity, a Holder must (i1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (iv4) pay any transfer or similar tax, if required. If A Holder may convert a Notice portion of Conversion a Security if the Principal Amount at Maturity of such portion is delivered on $1,000 or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder an integral multiple of $1,000. No payment or adjustment will be entitled to receive the interest payable made for dividends on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except Common Stock except as otherwise provided in the immediately preceding sentenceIndenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the case period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of any Convertible Debenture which is converted, interest whose Stated Maturity is after (x) the date of conversion of such Convertible Debenture exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be payablecancelled, and the Company shall not make nor be required to make any other paymentextinguished or forfeited, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which rather shall be deemed to be paid in fullfull to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If any Convertible Debenture called for redemption the Company is converteda party to a consolidation, any money deposited with merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Trustee Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right other assets of the Holder of such Convertible Debenture Company or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustanother person.

Conversion. The Holder holder of any Convertible Debenture Note has the right, exercisable at any time on or before 5:00 p.m. after the Issuance Date and prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Note's maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25100) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price Conversion Price of $20.13 5.00 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as circumstances, except that if a Note is called for redemption, the conversion right will terminate at the close of business (New York City time) on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and sign a notice of election to convert substantially in the form set forth below, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Noteholder surrenders a Note for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date will be paid to the registered holder of such Note on such record date. In such event, unless such Security has been called for redemption on or prior to such interest payment date, such Note, when surrendered for conversion, must be accompanied by payment in Section 1303 and 1304funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Convertible Debenture Note is determined by dividing the principal amount of the Convertible Debenture Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Note in respect of any Convertible Debenture shall which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount thereof converted into shares of Sun Common StockIndenture. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date The above description of conversion of such Convertible Debenture shall not be payablethe Notes is qualified by reference to, and is subject in its entirety by, the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided more complete description thereof contained in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Holder Class E Partnership Preferred Units shall be convertible by the holders thereof as follows: (1) Upon any conversion of any Convertible Debenture has shares of Class E Preferred Stock into shares of Common Stock, the right, exercisable at any time on or before 5:00 p.m. (New York City time) on General Partner shall cause a number of Class E Partnership Preferred Units equal to the Business Day immediately preceding the date of repayment number of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable converted shares of Sun Common Class E Preferred Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture be converted by the holders thereof into Partnership Common Units. The conversion price ratio in effect on from time to time for the Conversion Date. No fractional shares will conversion of Class E Partnership Preferred Units into Partnership Common Units pursuant to this Section 9 shall at all times be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture equal to, and shall be reduced by automatically adjusted as necessary to reflect, the portion conversion ratio in effect from time to time for the conversion of the principal amount thereof converted Class E Preferred Stock into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must . (2) If the Previous General Partner shall after the Issue Date (i) complete and sign pay a conversion notice substantially dividend or make a distribution on the Class E Preferred Stock in the form attached heretoshares of Common Stock, (ii) surrender the Convertible Debenture to subdivide its outstanding Class E Preferred Stock into a Conversion Agentgreater number of shares, (iii) furnish appropriate endorsements combine its outstanding Class E Preferred Stock into a smaller number of shares, or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay issue any transfer or similar taxshares of capital stock by reclassification of its outstanding Class E Preferred Stock, if required. If a Notice of Conversion is delivered on or after then the Regular Record Date and prior to Partnership shall contemporaneously do the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance same with respect to accrued but unpaid interest the Class E Partnership Preferred Units. If the Previous General Partner shall after the Issue Date issue rights, options or warrants to all holders of Class E Preferred Stock entitling them to subscribe for or purchase Class E Preferred Stock, then upon the subscription for or purchase of shares of Class E Preferred Stock pursuant thereto, the Previous General Partner shall contribute the proceeds from such subscription or purchase to the Partnership in exchange for a number of Partnership Preferred Units equal to the number of shares of Class E Preferred Stock so subscribed for or purchased. (including Additional Payments, if any3) on the Convertible Debentures being converted, which Each conversion of Class E Partnership Preferred Units into Partnership Common Units shall be deemed to be paid have been effected at the same time and date that the corresponding conversion of Class E Preferred Stock into Common Stock is deemed to have been effected. (4) The Partnership will pay any and all documentary stamp or similar issue or transfer taxes payable in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right respect of the Holder issue or delivery of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph Partnership Common Units upon conversion of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustClass E Partnership Preferred Units pursuant hereto.

Conversion. The Holder of any Convertible Debenture has the right(A) Unless such Series A Preferred Units have previously been redeemed pursuant to Section 8 hereof, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company holder thereof, any Series A Preferred Units may be converted, in whole or pursuant in part, at any time and from time to a Tax Event)time after the Lockout Date, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The such number of shares issuable upon conversion of a Convertible Debenture is determined Common Units obtained by dividing the principal amount aggregate Series A Liquidation Preference (including for this purpose any distributions accrued and unpaid in respect of any prior Series A Distribution Periods but not the Convertible Debenture converted then-current Series A distribution Period) of such Series A Preferred Units by the estimated fair market value of one common share in the REIT (the “Estimated Market Value”) as determined by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Co., Inc. or another nationally recognized independent valuation firm with expertise in valuing the securities of real estate investment trusts, reasonably acceptable to the Partnership and holders owning at least sixty six and two thirds percent (66 and 2/3%) of Series A Preferred Units. (B) In order to exercise the conversion price right, the holder of each applicable Series A Preferred Unit shall surrender the certificate representing such Series A Preferred Unit, duly endorsed or assigned to the Partnership in effect blank, to the Partnership, accompanied by written notice to the Partnership that the holder thereof elects to convert such Series A Preferred Units. (C) Holders of Series A Preferred Units at the close of business on the Conversion record date (a “Series A Distribution Record Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for ”) in respect if any fractional interest. The outstanding principal amount of any Convertible Debenture Series A Distribution Payment Date shall be reduced by entitled to receive the portion of distribution payable on such units on the principal amount corresponding Series A Distribution Payment Date notwithstanding the conversion thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular following such Series A Distribution Record Date and prior to the subsequent Interest such Series A Distribution Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the . (D) Each conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to have been effected immediately prior to the close of business on the date on which the certificate for the Series A Preferred Units shall have been surrendered and such notice received by the Partnership as aforesaid. (E) No fractional units or scrip representing fractions of Common Units shall be paid issued upon conversion of the Series A Preferred Units. Instead of any fractional interest in fulla Common Unit that would otherwise be deliverable upon the conversion of a Series A Preferred Unit, the Partnership shall pay to the holder of such Series A Preferred Unit an amount equal in cash based upon the then Estimated Market Price. If any Convertible Debenture called more than one Series A Preferred Unit shall be surrendered for redemption is convertedconversion at one time by the same holder, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for number of Common Units issuable upon conversion thereof shall be computed on the redemption of such Convertible Debenture shall (subject to any right basis of the Holder aggregate number of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustSeries A Preferred Units so surrendered.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time prior to the Conversion Expiration Date, at their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities 36 for a portion of the Company Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 ______ shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of $20.13 _____ per share $___ principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Sponsor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Sponsor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, adjustment allowance or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.ad-

Conversion. The Holder Upon the occurrence of certain triggering events specified in any applicable indenture supplemental hereto with respect to a series of Convertible Debenture has the rightSecurities (which may include, exercisable but shall not be limited to, regulatory events or capital events), at any time on while the Convertible Securities of such series are outstanding, the Convertible Securities of such series shall, subject to and as provided in this Section 3.12 and in such indenture supplemental hereto, be redeemed, in whole but not in part, and settled by the delivery of new fully paid ordinary shares or before 5:00 p.m. American depositary shares, as specified in such indenture supplemental hereto, to a reputable independent financial institution, trust company or similar entity to be appointed by the Company in such indenture supplemental hereto (New York City timethe “Settlement Shares Depository”) on behalf of the Business Day immediately preceding the date of repayment Holders of such Convertible Debentures, whether at maturity or upon redemption (either at Securities on the option date specified therefor in such indenture supplemental hereto. Receipt by the Settlement Shares Depository of the Company ordinary shares or, if so provided in an applicable indenture supplemental hereto, American depositary shares, shall be a good and complete discharge of the Company’s obligations in respect of such Convertible Securities and those of the Guarantor under the Guarantee thereof. Pursuant to Section 2.03, one or pursuant more indentures supplemental hereto with respect to a Tax Eventseries of Convertible Securities will specify the circumstances giving rise to any triggering events, the price at which the Convertible Securities of such series may convert (including any adjustments thereto), to convert the principal amount thereof (or any portion thereof that is an integral multiple manner of $25) into fully paid and nonassessable shares of Sun Common Stock calculation of the Company at an initial record date for purposes of conversion, the place or places where the Registered Securities of such series may be surrendered for conversion rate and details of 1.2419 the arrangement for the settlement of the conversion, including whether or not there is to be a sale of the ordinary shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stockor American depositary shares, as applicable), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion Following the occurrence of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion triggering event but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Datedelivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository, Holders of such Convertible Securities shall have recourse only to the Company or, in accordance with and under the provisions of the Guarantee of such Convertible Securities, to the Guarantor, for the issue and delivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository. After such delivery to the Settlement Shares Depository, Holders of such Convertible Securities shall have recourse only to the Settlement Shares Depository for the delivery to them of such ordinary shares or American depositary shares, as applicable. Upon conversion, the Holder will be entitled Company shall, or shall ensure that the Guarantor shall, pay to receive the Holders of such Convertible Securities any interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures accrued up to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after (but excluding) the date of conversion in respect of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustSecurities.

Conversion. The Holder of any Convertible Debenture has (a) Subject to the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon Corporation's redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as rights set forth in Section 1303 and 13046(b), each share of Series A Preferred Stock will be convertible into shares of the Common Stock, at the election of the holder thereof by written notice to the Corporation (each, a "Conversion Notice"), beginning upon the earlier of (i) 90 days after the occurrence of a Listing Event or (ii) the second anniversary of the final closing of the Offering (whether or not a Listing Event has occurred). The Conversion Notice shall state: (i) the number of shares issuable upon conversion of Series A Preferred Stock to be converted; and (ii) that the shares of Series A Preferred Stock are to be converted pursuant to the applicable terms of the shares of Series A Preferred Stock. Each such share of Series A Preferred Stock will convert into a Convertible Debenture is number of shares of the Common Stock determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign the sum of (A) 100% of the Stated Value plus (B) any accrued but unpaid dividends to, but not including, the Conversion Date (as defined below) (unless the Conversion Date is after a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Dividend Record Date and prior to the subsequent Interest corresponding Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividend will be included in such sum) by (ii) the conversion price of each share of the Common Stock (the "Conversion Price"). The Conversion Price will be determined as follows: i. Provided there has been a Listing Event, if a Conversion Notice with respect to any share of Series A Preferred Stock is received on or prior to December 31, 2017, the Conversion Price for such share of Series A Preferred Stock will be equal to 110% of the VWAP per share of the Common Stock of the Corporation (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. ii. Provided there has been a Listing Event, if a Conversion Notice with respect to any share of Series A Preferred Stock is received after December 31, 2017, the Conversion Price for such share of Series A Preferred Stock will be equal to the VWAP per share of the Common Stock of the Corporation (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. iii. If a Conversion Notice with respect to any share of Series A Preferred Stock is received on or after the second anniversary of the final closing of the Offering, and at the time of receipt of such Conversion Notice, a Listing Event has not occurred, the Conversion Price for such share of Series A Preferred Stock will be equal to 100% of the Corporation's net asset value per share of the Common Stock ("NAV per share"), if then established, and until the Corporation establishes a NAV per share, the Conversion Price will be equal to $25.00, or the initial offering price per share of the Common Stock in the Corporation's initial public offering. A holder may elect to convert all or any portion of its shares of Series A Preferred Stock by delivering a Conversion Notice stating its desire to convert such number of shares of Series A Preferred Stock into Common Stock. Subject to the Corporation's redemption rights in Section 6(b) and Section 7, the conversion of the shares of Series A Preferred Stock subject to a Conversion Notice (the "Conversion Shares") into shares of the Common Stock will occur at the end of the 20th Trading Day after the Corporation's receipt of such Conversion Notice (the "Conversion Date"). (b) Notwithstanding the foregoing, upon a holder providing a Conversion Notice, the Corporation will have the right (but not the obligation) to redeem, in its sole discretion, any or all of the Conversion Shares at a redemption price, payable in cash, determined as follows (the "Redemption Price"): i. If a Conversion Notice with respect to any share of Series A Preferred Stock is received on or prior to the day immediately preceding the first anniversary of the issuance of such share of Series A Preferred Stock, the Redemption Price for such share of Series A Preferred Stock will be equal to 90% of the Stated Value of the share of Series A Preferred Stock, plus any accrued but unpaid dividends thereon to, but not including, the redemption date. ii. If a Conversion Notice with respect to any share of Series A Preferred Stock is received on or after the first anniversary of the issuance of share of Series A Preferred Stock, the Redemption Price for such share of Series A Preferred Stock will be equal to 100% of the Stated Value of the share of Series A Preferred Stock, plus any accrued but unpaid dividends thereon to, but not including, the redemption date. iii. If a Conversion Notice with respect to any share of Series A Preferred Stock is received after the second anniversary of the final closing of the Offering, and at the time of receipt of such Conversion Notice, a Listing Event has not occurred, the Redemption Price for such share of Series A Preferred Stock will be equal to 100% of the Stated Value of the share of Series A Preferred Stock, plus any accrued but unpaid dividends thereon to, but not including, the redemption date. The Corporation, in its discretion, may elect to redeem any such shares of Series A Preferred Stock by delivering a written notice of redemption to the holder thereof on or prior to 10th Trading Day prior to the close of trading on the Conversion Date. If the Corporation elects to redeem such Conversion Shares, the Corporation shall pay the Redemption Price, without interest, to holder of the redeemed Conversion Shares promptly following the delivery of a notice of redemption pursuant to this Section 6, but, in any event, not later than the Conversion Date, which payment date shall also be the redemption date for this Section 6; provided, however, that if the Corporation exercises its redemption right pursuant to Section 7, such shares shall be redeemed in accordance with the procedures set forth in Section 7. If a notice of redemption is not delivered by the Corporation by the 10th Trading Day prior to the close of trading on the Conversion Date, the Conversion Shares shall thereafter convert into shares of the Common Stock, effective as of the close of trading on the Conversion Date. (c) Holders of Series A Preferred Stock shall not have the right to convert any shares that the Corporation has elected to redeem pursuant to this Section 6 or Section 7. Accordingly, if the Corporation has provided a notice of redemption with respect to some of all of the Series A Preferred Stock, holders of any Series A Preferred Stock that the Corporation has called for redemption shall not be permitted to exercise their conversion right pursuant to Section 6 in respect of any of the shares that have been called for redemption, and such shares of Series A Preferred Stock shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption date the applicable redemption price. (d) Written notice as to the redemption of any Conversion Shares pursuant to this Section 6 shall be given by first class mail, postage pre-paid, to each such record holder of such shares of Series A Preferred Stock at the respective mailing addresses of each such holder as the same shall appear on the stock transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any such shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which Series A Preferred Stock may then be listed or admitted to trading, such notice shall state: (i) the redemption date (which may not be after the Conversion Date); (ii) the Redemption Price payable on the redemption date, including without limitation a statement as to whether or not accumulated, accrued and unpaid dividends shall be payable as part of the redemption price, or payable on the next Dividend Payment Date to the record holder at the close of business on the relevant Dividend Record Date as described above; (iii) that the Series A Preferred Stock is being redeemed pursuant to Section 6; and (iv) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on such redemption date. If less than all the Conversion Shares are to be redeemed, the notice mailed to such holder also shall specify the number of Conversion Shares to be redeemed. (e) If notice of redemption of any shares of Series A Preferred Stock has been given and if the funds necessary for such redemption have been set apart by the Corporation for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, then, from and after the redemption date, dividends will cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall be redeemed in accordance with the notice and shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the cash payable upon such redemption without interest thereon. No further action on the part of the holders of such shares shall be required. (f) In the event of any conversion or redemption pursuant to Section 6, if the Conversion Date or redemption date, as applicable, occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the Holder dividend payable on such Dividend Payment Date in respect of such shares converted or called for redemption, as applicable, shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable in connection with the conversion or redemption of such shares. (g) Notwithstanding anything to the contrary contained herein, no holder of shares of Series A Preferred Stock will be entitled to receive convert such shares of Series A Preferred Stock into shares of Common Stock to the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion extent that receipt of such Convertible Debenture shall not be payable, and shares of Common Stock would cause the Company shall not make nor be required to make holder of such shares of Common Stock (or any other payment, adjustment or allowance with respect person) to accrued but unpaid interest (including Additional Payments, if any) violate the restrictions on the Convertible Debentures being converted, which shall be deemed to be paid transfer and ownership set forth in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right Article VI of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustCharter.

Conversion. The Holder Class K Partnership Preferred Units shall be convertible by the holders thereof as follows: (a) Upon conversion of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted Class K Preferred Stock into shares of Sun Common Stock, an equal number of Class K Partnership Preferred Units shall automatically be converted into Partnership Common Units. To convert a Convertible DebentureIf Class K Partnership Preferred Units are held by more than one holder, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture units to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required be converted shall be selected by the Security Registrar or Conversion Agent General Partner in its discretion. The conversion ratio in effect from time to time for the conversion of Class K Partnership Preferred Units into Partnership Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Class K Preferred Stock into Common Stock. (ivb) pay any transfer or similar tax, if required. If Holders of Class K Partnership Preferred Units at the close of business on a Notice of Conversion is delivered Record Date shall be entitled to receive the distribution payable on or after such units on the Regular corresponding Distribution Payment Date notwithstanding the conversion thereof following such Record Date and prior to such Distribution Payment Date; provided, however, that if Class K Partnership Preferred Units are converted during the subsequent Interest period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date (except shares converted after the issuance of a notice of redemption with respect to a redemption date during such period or coinciding with such Distribution Payment Date, which will be entitled to such distribution) the holder must pay the Partnership an amount equal to the distribution payable on such units on such Distribution Payment Date. If any Class K Partnership Preferred Units are converted on a Distribution Payment Date, the Holder holder thereof will be entitled to receive the interest distribution payable by the Partnership on such Class K Partnership Preferred Units on such date, and the subsequent Interest Payment Date on holder need not pay the portion amount of Convertible Debentures to be converted notwithstanding the such distribution upon conversion thereof prior to such Interest Payment Dateof Class K Partnership Preferred Units. Except as otherwise provided in above, the immediately preceding sentence, in Partnership shall make no payment or allowance for unpaid distributions on converted Class K Partnership Preferred Units or for distributions on the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of Partnership Common Units issued upon such conversion. Each conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Class K Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Class K Preferred Stock into Common Stock is deemed to have been effected. (c) No fractional Partnership Common Units shall be paid issued upon conversion of Class K Partnership Preferred Units. Instead of any fractional Partnership Common Units that would otherwise be deliverable upon the conversion of Class K Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in full. If cash equal to the cash payable to a holder of an equivalent number of converted shares of Class K Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any Convertible Debenture called for redemption is convertedand all documentary stamp, issue or transfer taxes, and any money deposited with other similar taxes, payable in respect of (i) the Trustee issue or with any Paying Agent delivery of Partnership Common Units or so segregated and held in trust for the other securities or property on conversion or redemption of such Convertible Debenture shall Class K Partnership Preferred Units pursuant hereto, and (subject to any right ii) the issue or delivery of the Holder Common Stock or other securities or property on conversion or redemption of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid Class K Preferred Stock pursuant to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustterms hereof.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either Each Offered Security will be convertible into freely tradeable Units at the option of the Company or pursuant holder of an Offered Security at any time after the Initial Maturity Date and prior to a Tax Event), to convert 5:00 p.m. (Toronto time) on the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock earlier of the Company Final Maturity Date and the date specified by the Fund for redemption of the Offered Securities, at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 18.00 per share Unit, being a conversion rate of Sun Common Stock)approximately 55.5556 Units per $1,000 principal amount of Offered Securities, subject to adjustment under in certain circumstances events. Holders converting their Offered Securities will receive accrued and unpaid interest on such Offered Securities for the period from the last interest payment date (or the date of issue of the Offered Securities if there has not yet been an interest payment date) to, but excluding, the date of conversion. Notwithstanding the foregoing, no Offered Security may be converted during the five Business Days preceding June 30 and December 31 in each year as the registers of the Debenture Trustee will be closed during such periods. In the event that the Fund converts to a corporation (a “Continuing Corporation”) pursuant to the conversion of the Fund from an income trust structure to a publicly-traded Corporation (a “Conversion Transaction”), adjustments will be made to the terms of the conversion privilege as set forth in Section 1303 the Trust Indenture. Among other things, these adjustments will be necessary to reflect the fact that, in connection with the Conversion Transaction, Unitholders will receive securities of the Continuing Corporation in exchange or otherwise as consideration or in substitution for Units. More specifically, following completion of a Conversion Transaction, Offered Securities will be convertible into the kind and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount securities of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but Continuing Corporation which a cash adjustment will be made for any fractional interest. The outstanding principal amount holder of any Convertible Debenture shall be reduced by the portion Offered Securities would have been entitled to receive had it been a holder of the principal amount thereof converted number of Units into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in which the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and Offered Securities were convertible prior to the subsequent Interest Payment Dateeffective date of the Conversion Transaction. In addition, in connection with a Conversion Transaction, the Holder Offered Securities will be entitled to receive become obligations of the interest payable on Continuing Corporation having substantially the subsequent Interest Payment Date on same terms as the portion of Convertible Debentures to be converted notwithstanding Offered Securities, without the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case consent of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date holders of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustOffered Securities.

Conversion. The Holder Series D Partnership Preferred Units shall be convertible as follows: (a) Upon any conversion of any Convertible Debenture has shares of Series D Preferred Stock into shares of Common Stock, the right, exercisable at any time on or before 5:00 p.m. (New York City time) on General Partner shall cause a number of Series D Partnership Preferred Units equal to the Business Day immediately preceding the date of repayment number of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable converted shares of Sun Common Series D Preferred Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture be converted by the holders thereof into Partnership Common Units. The conversion price ratio in effect on for the Conversion Date. No conversion of Series D Partnership Preferred Units into Partnership Common Units pursuant to this Section 8 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series D Preferred Stock into Common Stock. (b) In the event of a conversion of any Series D Partnership Preferred Units, the Partnership shall make a cash payment for fractional Partnership Common Units to the holder thereof equal to the cash payment for fractional shares will be issued upon conversion but a cash adjustment will required to be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion General Partner to the holder of the principal amount thereof converted into shares of Sun Common StockSeries D Preferred Stock the conversion of which required the conversion of such Series D Partnership Preferred Units. To convert Holders of Series D Partnership Preferred Units at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will distribution payment record date shall be entitled to receive the interest distribution payable on such units on the subsequent Interest corresponding Distribution Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof following such distribution payment record date and prior to such Interest Distribution Payment Date. Except as otherwise provided in above, the immediately preceding sentence, in Partnership shall make no payment or allowance for unpaid distributions on converted units or for distributions on the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of Partnership Common Units issued upon such conversion. Each conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Series D Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Series D Preferred Stock into Common Stock is deemed to have been effected. (c) No fractional Partnership Common Units shall be paid issued upon conversion of Series D Partnership Preferred Units. Instead of any fractional Partnership Common Units that would otherwise be deliverable upon the conversion of Series D Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in full. If cash equal to the cash payable to a holder of an equivalent number of converted shares of Series D Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any Convertible Debenture called for redemption is converted, any money deposited with and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the Trustee issue or with any Paying Agent delivery of Partnership Common Units or so segregated and held in trust for the other securities or property on conversion or redemption of such Convertible Debenture shall Series D Partnership Preferred Units pursuant hereto, and (subject to any right ii) the issue or delivery of the Holder Common Stock or other securities or property on conversion or redemption of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid Series D Preferred Stock pursuant to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustterms hereof.

Conversion. The Holder (a) Holders of any Series D Convertible Debenture has Preferred Shares shall have the right, exercisable at any time on and from time to time, except in the case of the Series D Convertible Preferred Shares called for redemption as set forth below, to convert all or before 5:00 p.m. (New York City time) any such Series D Convertible Preferred Shares into Common Shares at [the conversion price and ratio determined by the provisions of the ▇▇▇▇▇ Articles Supplementary designating the ▇▇▇▇▇ Series A Convertible Preferred Shares], subject to adjustment as described below. In the case of Series D Convertible Preferred Shares called for redemption, conversion rights will expire at the close of business on the Business Day immediately last business day preceding the date Redemption Date. Notice of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company Trust must be mailed not less than 30 days and not more than 60 days prior to the Redemption Date as provided in Section 13.4(4)(c) hereof. Upon conversion, no adjustment or payment will be made for distributions, but if any holder surrenders Series D Convertible Preferred Shares for conversion after the close of business on the record date for the payment of a distribution and prior to the opening of business on the related distribution payment date, then, notwithstanding such conversion, the distribution payable on such distribution payment date will be paid to the registered holder of such shares on such distribution record date. In such event, such shares, when surrendered for conversion during the period between the close of business on any distribution record date and the opening of business on the corresponding distribution payment date, must be accompanied by payment of an amount equal to the distribution payable on such distribution payment date on the shares so converted (unless such shares were converted after the issuance of a notice of redemption with respect to such shares, in which event such shares shall be entitled to the distribution payable thereon on such distribution payment date without making such payment). (b) Any holder of one or more Series D Convertible Preferred Shares electing to convert such share or shares shall deliver the certificate or certificates therefor to the principal office of any transfer agent for the Common Shares, with the form of notice of election to convert as the Trust shall prescribe fully completed and duly executed and (if so required by the Trust or any conversion agent) accompanied by instruments of transfer in form satisfactory to the Trust and to any conversion agent, duly executed by the registered holder or his duly authorized attorney, and transfer taxes, stamps or funds therefor or evidence of payment thereof if required pursuant to a Tax Event)Section 13.4(7)(a) or 13.4(7)(d) hereof. The conversion right with respect to any such shares shall be deemed to have been exercised at the date upon which the certificates therefor accompanied by such duly executed notice of election and instruments of transfer and such taxes, stamps, funds or evidence of payment shall have been so delivered, and the person or persons entitled to convert receive the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun the Common Stock Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of the Company Common Shares upon said date. (c) No fractional Common Share or scrip representing a fractional share shall be issued upon conversion of Series D Convertible Preferred Shares. If more than one Series D Convertible Preferred Share shall be surrendered for conversion at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)one time by the same holder, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The the number of shares full Common Shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series D Convertible Preferred Shares so surrendered. Instead of any fractional Common Share which would otherwise be issuable upon conversion of any Series D Convertible Preferred Shares, the Trust shall pay a Convertible Debenture is determined by dividing cash adjustment in respect of such fraction in an amount equal to the same fraction of the closing price for the Common Shares on the last trading day preceding the date of conversion. The closing price for such day shall be the last reported sales price regular way or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Shares or in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system. If the Common Shares are not quoted on NASDAQ or any comparable system, the Board of Trustees shall in good faith determine the current market price on the basis of such quotation as it considers appropriate. (d) If a holder converts Series D Convertible Preferred Shares, the Trust shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of Common Shares upon the conversion. The holder, however, shall pay to the Trust the amount of any tax which is due (or shall establish to the Convertible Debenture converted satisfaction of the Trust payment thereof) if the shares are to be issued in a name other than the name of such holder and shall pay to the Trust any amount required by the last sentence of Section 13.4(7)(a) hereof. (e) The Trust shall reserve and shall at all times have reserved out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the conversion price in effect on of the Conversion Datethen outstanding Series D Convertible Preferred Shares. No fractional shares will All Common Shares which may be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Series D Convertible Debenture Preferred Shares shall be reduced by validly issued, fully paid and nonassessable, and not subject to preemptive or other similar rights. In order that the portion Trust may issue Common Shares upon conversion of Series D Convertible Preferred Shares, the Trust will endeavor to comply with all applicable Federal and State securities laws and will endeavor to list such Common Shares to be issued upon conversion on each securities exchange on which the Common Shares are listed. (f) The conversion rate in effect at any time shall be subject to adjustment from time to time as follows: (i) In case the Trust shall (1) pay or make a distribution in Common Shares to holders of the principal amount thereof converted Common Shares, (2) reclassify the outstanding Common Shares into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached heretosome other class or series of shares, (ii3) surrender subdivide the Convertible Debenture to outstanding Common Shares into a Conversion Agentgreater number of Common Shares or (4) combine the outstanding Common Shares into a smaller number of Common Shares, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and conversion rate immediately prior to such action shall be adjusted so that the subsequent Interest Payment Date, the Holder will holder of any Series D Convertible Preferred Shares thereafter surrendered for conversion shall be entitled to receive the interest payable on number of Common Shares which he would have owned immediately following such action had such Series D Convertible Preferred Shares been converted immediately prior thereto. An adjustment made pursuant to this Section 13.4(7)(f)(i) shall become effective immediately after the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, record date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (ii) In case the Trust shall issue rights or warrants to all holders of the Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share less than the current market price (as determined pursuant to Section 13.4(7)(f)(iv)) of the Common Shares on such record date, the number of Common Shares into which each Series D Convertible Preferred Share shall be convertible shall be adjusted so that the same shall be equal to the number determined by multiplying the number of Common Shares into which such Series D Convertible Preferred Share was convertible immediately prior to such record date by a fraction of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered (or into which the convertible securities so offered are convertible), and of which the denominator shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares which the aggregate offering price of the additional Common Shares offered (or into which the convertible securities so offered are convertible) would purchase at such current market price. Such adjustments shall become effective immediately after such record date for the determination of the holders of the Common Shares entitled to receive such distribution. For purposes of this subsection (ii), the number of Common Shares at any time outstanding shall not include Common Shares held in the treasury of the Trust. (iii) In case the Trust shall distribute to all holders of the Common Shares any class of shares of beneficial interest other than the Common Shares, evidences of indebtedness or assets of the Trust (other than cash distributions out of current or retained earnings), or shall distribute to all holders of the Common Shares rights or warrants to subscribe for securities (other than those referred to in Section 13.4(7)(f)(ii)), then in each such case the number of Common Shares into which each Series D Convertible Debenture Preferred Share shall be convertible shall be adjusted so that the same shall equal the number determined by multiplying the number of Common Shares into which is converted, interest whose Stated Maturity is after such Series D Convertible Preferred Share was convertible immediately prior to the date of conversion such distribution by a fraction of which the numerator shall be the current market price (determined as provided in Section 13.4(7)(f)(iv)) of the Common Shares on the record date mentioned below, and of which the denominator shall be such current market price of the Common Shares, less the then fair market value (as determined by the Board of Trustees, whose determination shall be conclusive evidence of such fair market value) of the portion of the securities or assets so distributed or of such subscription rights or warrants applicable to one Common Share. Such adjustment shall become effective immediately after the record date for the determination of the holders of the Common Shares entitled to receive such distribution. Notwithstanding the foregoing, in the event that the Trust shall distribute rights or warrants (other than those referred to in Section 13.4(7)(f)(ii)) ("Rights") pro rata to holders of the Common Shares, the Trust may, in lieu of making any adjustment pursuant to this Section 13.4(7)(f)(iii), make proper provision so that each holder of a Series D Convertible Debenture Preferred Share who converts such share after the record date for such distribution and prior to the expiration or redemption of the Rights shall not be payableentitled to receive upon such conversion, in addition to the Common Shares issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (1) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the same number of Rights to which a holder of a number of Common Shares equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Company shall not make nor be required Rights; and (2) if such conversion occurs after the Distribution Date, the same number of Rights to make any other payment, adjustment or allowance with respect which a holder of the number of Common Shares into which a Series D Convertible Preferred Share so converted was convertible immediately prior to accrued but unpaid interest (including Additional Payments, if any) the Distribution Date would have been entitled on the Convertible Debentures being converted, which Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (iv) The current market price per share of the Common Shares on any date shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right average of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided daily closing prices for thirty consecutive trading days commencing forty-five trading days before the date in question. The closing price for each day shall be the last paragraph reported sales price regular way or, in case no such reported sale takes place on such date, the average of Section 307 the reported closing bid and this paragraph) be paid asked prices regular way, in either case on the New York Stock Exchange, or if the Common Shares are not listed or admitted to trading on such Exchange, on the Company upon Company Request principal national securities exchange on which the Common Shares are listed or admitted to trading or, if then held not listed or admitted to trading on any national securities exchange, the closing sale price of the Common Shares or, in case no reported sale takes place, the average of the closing bid and asked prices, on NASDAQ or any comparable system, or if the Common Shares are not quoted on NASDAQ or any comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the CompanyTrust for that purpose. (v) In any case in which this Section 13.4(7) shall require that an adjustment be made immediately following a record date, the Trust may elect to defer (but only until five business days following the mailing of the notice described in Section 13.4(7)(j)) issuing to the holder of any Series D Convertible Preferred Shares converted after such record date the Common Shares and other shares of beneficial interest of the Trust issuable upon such conversion over and above the Common Shares and other shares of beneficial interest of the Trust issuable upon such conversion only on the basis of the conversion rate prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Trust shall issue or cause its transfer agents to issue appropriate evidence of the right to receive such shares. (g) No adjustment in the conversion rate shall be discharged required until cumulative adjustments result in a change of 1% or more of the conversion price as in effect prior to the last adjustment of the conversion rate; provided, however, that any adjustment which by reason of this Section 13.4(7)(g) is not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 13.4(7) shall be made to the nearest cent ($.01) or to the nearest one-hundredth (1/100) of a share, as the case may be. No adjustment to the conversion rate shall be made for cash dividends. (h) In the event that, as a result of an adjustment made pursuant to Section 13.4(7)(f), the holder of any Series D Convertible Preferred Shares thereafter surrendered for conversion shall become entitled to receive any shares of beneficial interest of the Trust other than Common Shares, thereafter the number of such other shares so receivable upon conversion of any Series D Convertible Preferred Shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in this Section 13.4(7). (i) The Trust may make such trustincreases in the conversion rate, in addition to those required by Sections 13.4(7)(f)(i), (ii) and (iii), as is considered to be advisable in order that any event treated for Federal income tax purposes as a distribution of shares or share rights shall not be taxable to the recipients thereof. (j) Whenever the conversion rate is adjusted, the Trust shall promptly mail to all holders of record of Series D Convertible Preferred Shares a notice of the adjustment and shall cause to be prepared a certificate signed by a principal financial officer of the Trust setting forth the adjusted conversion rate and a brief statement of the facts requiring such adjustment and the computation thereof; such certificate shall forthwith be filed with each transfer agent for the Series D Convertible Preferred Shares. (k) In the event that: (1) the Trust takes any action which would require an adjustment in the conversion rate, (2) the Trust consolidates or merges with, or transfers all or substantially all of its assets to, another corporation and shareholders of the Trust must approve the transaction, or (3) there is a

Conversion. The Holder of any Convertible Debenture has the rightBorrower, exercisable at when not in Default, and any time on after having made regular payments for one month or before 5:00 p.m. (New York City time) on more, may convert this adjustable rate mortgage to any closed, fixed rate mortgage that is available for a similar mortgage offered by the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either Lender at the time the request to convert is received. This conversion option is subject to the following restrictions: The term of the Company fixed rate mortgage chosen must be equal to or pursuant greater than the remaining term of this adjustable rate mortgage at the time this conversion option is exercised. The fixed rate will be the rate the Lender then quotes for the term so chosen by the Borrower under this option. The Lender may require all Borrowers and guarantors to sign a Tax Event)mortgage conversion or amending agreement, to convert which will contain all the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid terms and nonassessable shares of Sun Common Stock conditions of the Company mortgage option selected. Or, at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 the Lender's sole option, a written request to convert, signed by all Borrowers and Guarantors will be accepted, and be binding on all signing parties, in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304lieu thereof. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after remaining amortization period at the date of conversion will remain unchanged from this adjustable rate mortgage and will be used to calculate the loan payment amount on the fixed rate mortgage. The new interest rate will begin on the first or second scheduled payment date following conversion, whichever the Lender decides, in its sole discretion. The Lender will not charge an administration fee for converting this Mortgage. However, the Borrower must pay to the Lender any applicable administration and processing fees and any interest that results from a change in the frequency of the regular loan payments. The Borrower must also pay all legal expenses related to the conversion documents and their registration, if applicable. If the required fees and expenses are not paid, the Lender may declare the Borrower in default on the Mortgage, or add such Convertible Debenture shall not fees and expenses to the Mortgage money or both. Once this conversion option has been exercised and this Mortgage has been converted, all the features and benefits of this Mortgage will be payable, rescinded and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated features and held in trust for the redemption of such Convertible Debenture shall (subject to any right benefits of the Holder new Mortgage will take effect whether or not a conversion or amending agreement is signed by, or delivered to, the Borrower. The exercising of such Convertible Debenture or this conversion option will not affect any Predecessor Security to receive interest as provided in of the last paragraph of Section 307 and Borrower's obligations under this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustMortgage.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the registered Holder of any Convertible Debenture this Note has the right, exercisable at such Holder’s option, to convert at any time on or before 5:00 p.m. (New York City time) after June 30, 2011 and prior to the close of business on the fourth Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity Maturity Date (or upon redemption (either at the option of the Company in case this Note or pursuant any portion hereof is subject to a Tax EventRedemption Notice or a duly completed election for repurchase, before the close of business on the Business Day prior to the Tax Redemption Date or the Change of Control Purchase Date, as the case may be (unless the Issuer defaults in payment due upon redemption or repurchase), ) to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate U.S.$1,000 principal amount of Convertible Debentures Notes into 88.6211 ADSs of the Issuer, as adjusted from time to time as provided in the Indenture, including with respect to the Make Whole Fundamental Change Premium, upon surrender of this Note to the Issuer at the office or agency maintained for such purpose (equal to a conversion price of $20.13 per share of Sun Common Stockand at such other offices or agencies designated for such purpose by the Issuer), subject accompanied by written notice of conversion duly executed (and if the ADSs to adjustment under certain circumstances as set forth be issued on conversion are to be issued in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount any name other than that of the Convertible Debenture converted registered Holder of this Note by instruments of transfer, in form satisfactory to the Issuer, duly executed by the conversion price registered Holder or its duly authorized attorney) and, in effect case such surrender shall be made during the period after 5 p.m., New York City time on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent immediately preceding any Interest Payment Date through 9:00 a.m. New York City time on such Interest Payment Date, also accompanied by payment, in funds acceptable to the Holder will be entitled Issuer, of an amount equal to receive the interest Interest, otherwise payable on the subsequent such Interest Payment Date on the portion principal amount of Convertible Debentures this Note then being converted; provided, however, that no such payment need be made if the Notes are surrendered for conversion after the final Record Date. Subject to be converted notwithstanding the aforesaid requirement for a payment in the event of conversion thereof prior to such after the close of business on a Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for Interest accrued hereon or for dividends on ADSs delivered on conversion. Except as otherwise provided in The right to convert this Note is subject to the immediately preceding sentence, provisions of the Indenture relating to conversion rights in the case of any Convertible Debenture which is convertedcertain consolidations, interest whose Stated Maturity is after mergers, or sales or transfers of substantially all the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in fullIssuer’s assets. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust15.

Conversion. The Holder Subject to the terms and conditions of any Convertible Debenture has the rightIndenture, exercisable at any time on or before 5:00 p.m. (New York City time) on times after the Business Day immediately preceding Issue Date, a Holder of a Security may convert the date of repayment Principal Amount of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof Security (or any portion thereof that thereof) into shares of the Company’s Common Stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such ▇▇▇▇▇▇’s Securities so long as the Securities converted are an integral multiple of $25) into fully paid 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and nonassessable shares of Sun Common Stock unpaid interest on the Principal Amount being converted as of the Company at an initial conversion rate Conversion Date to the extent provided in the Indenture. If the Conversion Date for Securities of 1.2419 shares any Holder occurs between the close of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect business on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent opening of business on the immediately following Interest Payment Date, the Company shall pay to such Holder will be entitled to receive the interest payable in cash, on the subsequent such Interest Payment Date, an amount equal to the accrued and unpaid interest through the Conversion Date on the Principal Amount of such Securities; provided, however, that if the Company pays such Holder, on such Interest Payment Date, the amount of interest that would have been payable to such Holder had such Holder not converted any Security or portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received by such Holder and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. Except as otherwise provided in the immediately preceding sentenceIf a Fundamental Change shall occur and, in the case respect thereof, any Holder shall have elected a Fundamental Change Conversion for all or a portion of its Securities (or any Convertible Debenture which is convertedportion thereof), interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and then the Company shall not make nor be required remit to make any other paymentsuch Holder, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedrelated Conversion Date, which shall be deemed to be paid a Make-Whole Premium calculated for such Securities, and payable in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee shares of Common Stock or with any Paying Agent or so segregated and held in trust for the redemption such other assets of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from and subject to such trustother terms and conditions, as set forth in the Indenture.

Conversion. The Holder Series C Partnership Preferred Units shall be convertible as follows: (a) Upon any conversion of any Convertible Debenture has shares of Series C Preferred Stock into shares of Common Stock, the right, exercisable at any time on or before 5:00 p.m. (New York City time) on General Partner shall cause a number of Series C Partnership Preferred Units equal to the Business Day immediately preceding the date of repayment number of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable converted shares of Sun Common Series C Preferred Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture be converted by the holders thereof into Partnership Units. The conversion price ratio in effect on from time to time for the Conversion Date. No fractional shares will conversion of Series C Partnership Preferred Units into Partnership Units pursuant to this Section 8 shall at all times be issued upon equal to, and shall be automatically adjusted as necessary to reflect, the conversion but ratio in effect from time to time for the conversion of Series C Preferred Stock into Common Stock. (b) In the event of a conversion of any Series C Partnership Preferred Units, the Partnership shall make a cash adjustment will payment to the holder thereof equal to the cash payment required to be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by Sovran to the portion holder of the principal amount thereof converted into shares of Sun Common StockSeries C Preferred Stock the conversion of which required the conversion of such Series C Partnership Preferred Units. To convert Holders of Series C Partnership Preferred Units at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will distribution payment record date shall be entitled to receive the interest distribution payable on such units on the subsequent Interest corresponding Distribution Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof following such distribution payment record date and prior to such Interest Distribution Payment Date. Except as otherwise provided in above, the immediately preceding sentence, in Partnership shall make no payment or allowance for unpaid distributions on converted units or for distributions on the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of Partnership Units issued upon such conversion. Each conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Series C Partnership Preferred Units into Partnership Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Series C Preferred Stock into Common Stock is deemed to have been effected. (c) No fractional Partnership Units shall be paid issued upon conversion of Series C Partnership Preferred Units. Instead of any fractional Partnership Units that would otherwise be deliverable upon the conversion of Series C Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in full. If cash equal to the cash payable to a holder of an equivalent number of converted shares of Series C Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any Convertible Debenture called for redemption is converted, any money deposited with and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the Trustee issue or with any Paying Agent delivery of Partnership Units or so segregated and held in trust for the other securities or property on conversion or redemption of such Convertible Debenture shall Series C Partnership Preferred Units pursuant hereto, and (subject to any right ii) the issue or delivery of the Holder Common Stock or other securities or property on conversion or redemption of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid Series C Preferred Stock pursuant to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustterms hereof.

Conversion. The Holder (a) Each whole share of any Series C Junior Convertible Debenture has the rightPreferred Stock is convertible, exercisable at any time on or before 5:00 p.m. from and after the thirtieth day following the conclusion of the next annual meeting of stockholders of the Corporation (New York City time) on provided, however, such date shall be extended to the Business Day immediately preceding the date of repayment first anniversary of such Convertible Debenturesthirtieth day if prior thereto any person has become an "Acquiring Person" (as defined in the Rights Agreement, whether at maturity or upon redemption (either dated as of March 8, 2000, between the Corporation and American Stock Transfer & Trust Company, as rights agent, as such may be amended from time to time)), at the option of the Company or holder thereof, into one thousand (as such may be adjusted from time to time pursuant to Section 7(b) hereof, the "Conversion Ratio") shares of Common Stock, par value $0.00001 per share, of the Corporation (the "Common Stock"). (b) If the Corporation shall at any time or from time to time (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a Tax Event)smaller number of shares, then in each such case the Conversion Ratio in effect immediately prior to such event shall be adjusted by multiplying such Conversion Ratio by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Any adjustments made pursuant to this Section 7(b) shall become effective on the date of the respective dividend, subdivision or combination. Such adjustments shall be made successively. (c) Before any holder of Series C Junior Convertible Preferred Stock shall be entitled to convert the same into Common Stock, such holder shall surrender the certificate or certificates for such Series C Junior Convertible Preferred Stock to the Corporation at the Corporation's principal amount thereof (office, or at the office of any portion thereof transfer agent appointed by the Corporation, which certificate or certificates, if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank, and shall give written notice to the Corporation that is an integral multiple of $25) into fully paid and nonassessable the holder elects to convert such shares of Sun Series C Junior Convertible Preferred Stock into Common Stock of and shall state in such notice the Company at an initial conversion rate of 1.2419 shares of Sun name or names in which he wishes the certificate or certificates for Common Stock to be issued. (d) The Corporation will, as soon as practicable after such surrender of certificates for each $25 in aggregate principal amount of Series C Junior Convertible Debentures (equal Preferred Stock accompanied by the written notice above prescribed, issue and deliver or cause to a conversion price of $20.13 per share of Sun Common Stock)be issued and delivered, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The the holder or to his nominee or nominees, certificates for the number of shares of Common Stock to which the holder shall be entitled. Subject to the following provisions of this Section, such conversion shall be deemed to have been made as of the date of such surrender of the Series C Junior Convertible Preferred Stock to be converted, and the person or persons entitled to receive the Common Stock issuable upon conversion of such Series C Junior Convertible Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date. (e) As soon as practicable after the surrender of a certificate representing shares of Series C Junior Convertible Debenture Preferred Stock that is determined by dividing converted in part, the principal amount Corporation shall issue or cause to be issued for the holder a new certificate representing shares of Series C Junior Convertible Preferred Stock equal in number to the unconverted portion of the shares of Series C Junior Convertible Debenture converted Preferred Stock represented by the certificate so surrendered. (f) The Corporation shall reserve and keep available, out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion price of the Series C Junior Convertible Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Series C Junior Convertible Preferred Stock from time to time outstanding. (g) The Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in effect respect of any issuance or delivery of shares of Common Stock on conversion of the Conversion DateSeries C Junior Convertible Preferred Stock pursuant hereto. No fractional shares will The Corporation shall not, however, be issued upon conversion but required to pay any tax which may be payable in respect of any transfer involving the issuance and delivery of Common Stock in a cash adjustment will name other than that in which the Series C Junior Convertible Preferred Stock so converted was registered, and no such issuance or delivery shall be made for any fractional interest. The outstanding principal unless and until the person requesting such issuance has paid to the Corporation the amount of any Convertible Debenture shall be reduced by such tax, or has established, to the portion satisfaction of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible DebentureCorporation, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to that such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trusttax has been paid.

Conversion. The Holder In the event of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date a conversion of repayment of such Convertible Debentures, whether at maturity or upon redemption (either REIT Series A Preferred Shares into REIT Shares at the option of the Company or holders of REIT Series A Preferred Shares pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock terms of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)Series A Articles Supplementary, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable then, upon conversion of such REIT Series A Preferred Shares, the General Partner shall convert a Convertible Debenture is determined by dividing number of Mirror A Preferred Units equal to the principal number of REIT Series A Preferred Shares so converted into a number of Common OP Units equal to the number of REIT Shares issued on conversion of such REIT Series A Preferred Shares. In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, tender offer for all or substantially all of the General Partner’s capital stock or sale of all or substantially all of the General Partner’s assets), in each case as a result of which the REIT Series A Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Mirror A Preferred Unit will thereafter be convertible under this Section 19.8 into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the Convertible Debenture converted consummation of such transaction by a holder of that number of Common OP Units or fraction thereof into which one Mirror A Preferred Unit was convertible immediately prior to such transaction. In the event of a conversion price of REIT Series A Preferred Shares into REIT Shares, to the extent the General Partner is required to pay cash in effect on lieu of fractional REIT Shares pursuant to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal Series A Articles Supplementary in connection with such conversion, the Partnership shall distribute an equal amount of any Convertible Debenture shall be reduced by cash to the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if requiredGeneral Partner. If a Notice Change of Control Conversion is delivered on or Date (as defined in the Series A Articles Supplementary) falls after the Regular Record Date record date and prior to the subsequent Interest corresponding Mirror A Preferred Unit Distribution Payment DateDate that has been duly authorized and declared, the Holder will each holder of Mirror A Preferred Units converted under this Section 19.8 shall be entitled to receive the interest distribution payable on such Mirror A Preferred Units on the subsequent Interest Mirror A Preferred Unit Distribution Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to of such Interest Mirror A Preferred Units before that Mirror A Preferred Unit Distribution Payment Date. Except as otherwise expressly provided in this Section 19.8, the immediately preceding sentence, in the case holders of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Mirror A Preferred Units shall not be payablehave the right to exchange or convert such Mirror A Preferred Units into REIT Series A Preferred Shares, and the Company shall not make nor be required to make REIT Shares or any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustsecurities.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to this Section 4.3, shall have the right, exercisable right at any time on or before 5:00 p.m. (New York City time) after six months following the first date of original issuance of the Trust Securities, but not later than the close of business on the Business Day immediately date which is 10 days preceding the date fixed for redemption thereof in any notice of repayment redemption given pursuant to the provisions of such Convertible Debentures, whether at maturity or upon redemption (either at the option Section 4.2(b) hereof if there is no default in payment of the Company Redemption Price or pursuant to a Tax Event)Optional Redemption Price, as the case may be, at their option, to cause the Conversion Agent to convert any or all of their Trust Securities, on behalf of the principal amount thereof converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (or any portion thereof that is an integral multiple of $25a) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock (and, if applicable, other securities, cash or property) pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures equal in principal amount to the aggregate Liquidation Amount of the Trust Securities to be converted, and to immediately convert such amount of Debentures into that number of fully paid and nonassessable shares of Common Stock (calculated to the nearest 1/100th of a share) as shall be equal to the Conversion Rate in effect at an initial conversion the time of conversion. Trust Securities may initially be converted into full shares of Common Stock at the rate of 1.2419 .8929 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)Trust Security, subject to adjustment under certain circumstances as the adjustments set forth in Section 1303 Sections 13.3 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount 13.4 of the Convertible Debenture converted by Indenture (the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted "CONVERSION RATE"). (b) In order to convert Trust Securities into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid Trust Securities shall submit to the Company upon Company Request orConversion Agent an irrevocable Notice of Conversion (in substantially the form of Exhibit D hereto) to convert Trust Securities on behalf of such Holder, together with Trust Securities Certificates representing Trust Securities to be converted, duly endorsed in blank or accompanied by proper instruments of transfer. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if then other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures equal in principal amount to the aggregate Liquidation Amount of the Trust Securities to be converted (at the Conversion Rate) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock and, if applicable, other securities, cash or property (at the Conversion Rate). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the CompanyProperty Trustee and the Property Trustee shall, shall be discharged from upon receipt of such trustnotice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section 4.

Conversion. The Holder Series C Partnership Preferred Units shall be convertible as follows: (a) Upon any conversion of any Convertible Debenture has shares of Series C Preferred Stock into shares of Common Stock, the right, exercisable at any time on or before 5:00 p.m. (New York City time) on General Partner shall cause a number of Series C Partnership Preferred Units equal to the Business Day immediately preceding the date of repayment number of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable converted shares of Sun Common Series C Preferred Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture be converted by the holders thereof into Partnership Common Units. The conversion price ratio in effect on from time to time for the Conversion Date. No fractional shares will conversion of Series C Partnership Preferred Units into Partnership Common Units pursuant to this Section 8 shall at all times be issued upon equal to, and shall be automatically adjusted as necessary to reflect, the conversion but ratio in effect from time to time for the conversion of Series C Preferred Stock into Common Stock. (b) In the event of a conversion of any Series C Partnership Preferred Units, the Partnership shall make a cash adjustment will payment to the holder thereof equal to the cash payment required to be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion General Partner to the holder of the principal amount thereof converted into shares of Sun Common StockSeries C Preferred Stock the conversion of which required the conversion of such Series C Partnership Preferred Units. To convert Holders of Series C Partnership Preferred Units at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will distribution payment record date shall be entitled to receive the interest distribution payable on such units on the subsequent Interest corresponding Distribution Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof following such distribution payment record date and prior to such Interest Distribution Payment Date. Except as otherwise provided in above, the immediately preceding sentence, in Partnership shall make no payment or allowance for unpaid distributions on converted units or for distributions on the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of Partnership Common Units issued upon such conversion. Each conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Series C Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Series C Preferred Stock into Common Stock is deemed to have been effected. (c) No fractional Partnership Common Units shall be paid issued upon conversion of Series C Partnership Preferred Units. Instead of any fractional Partnership Common Units that would otherwise be deliverable upon the conversion of Series C Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in full. If cash equal to the cash payable to a holder of an equivalent number of converted shares of Series C Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any Convertible Debenture called for redemption is converted, any money deposited with and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the Trustee issue or with any Paying Agent delivery of Partnership Common Units or so segregated and held in trust for the other securities or property on conversion or redemption of such Convertible Debenture shall Series C Partnership Preferred Units pursuant hereto, and (subject to any right ii) the issue or delivery of the Holder Common Stock or other securities or property on conversion or redemption of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid Series C Preferred Stock pursuant to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustterms hereof.

Conversion. The Holder of any Convertible Debenture has (a) Any Preferred Stockholder shall have the right, exercisable at any time on or before 5:00 p.m. (New York City from time to time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (any or any portion thereof all of its shares of Preferred Stock into that is an integral multiple number of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount share of Convertible Debentures (Preferred Stock so converted equal to a conversion price the quotient of $20.13 per the Series A-1 Original Purchase Price, Series A-2 Original Purchase Price, Series A-3 Original Purchase Price, Series A-4 Original Purchase Price, Series A-6 Original Purchase Price or Series A-6 Original Purchase Price, as applicable, for such share divided by the Series A-1 Conversion Price, the Series A-2 Conversion Price, Series A-3 Conversion Price, Series A-4 Conversion Price, Series A-5 Conversion Price or the Series A-6 Conversion Price (each as defined in Section 7(e)(i) hereof), as applicable, for such share of Sun Preferred Stock, as last adjusted and then in effect, rounded up to the nearest one-tenth of a share; provided, however, that cash shall be paid in lieu of the issuance of fractional shares of Common Stock, as provided in Section 7(d) hereof. (i) Any Preferred Stockholder who exercises the right to convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 7 shall be entitled to payment of all accrued dividends, whether or not declared and all declared but unpaid dividends payable with respect to such Preferred Stock pursuant to Section 3 herein, up to and including the Conversion Date (as defined in Section 7(b)(iii) hereof). (ii) Any Preferred Stockholder may exercise the right to convert such shares into Common Stock pursuant to this Section 7 by delivering to the Corporation during regular business hours, at the office of the Corporation or any transfer agent of the Corporation or at such other place as may be designated by the Corporation, the certificate or certificates for the shares to be converted (the “New Preferred Certificate”), subject duly endorsed or assigned in blank to adjustment under certain circumstances the Corporation (if required by it) or an affidavit of loss as set forth to the same. (iii) Each New Preferred Certificate shall be accompanied by written notice stating that such holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for the shares of Common Stock (the “Common Certificate”) are to be issued. Such conversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as the “Conversion Date.” (iv) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder, at the place designated by such holder, (A) a Common Certificate for the number of full shares of Common Stock to which such holder is entitled and (B) a check or cash in respect of any fractional interest in shares of Common Stock to which such holder is entitled, as provided in Section 1303 7(d) hereof, payable with respect to the shares so converted up to and 1304. including the Conversion Date. (v) The number person in whose name the Common Certificate or Certificates are to be issued shall be deemed to have become a holder of shares issuable upon conversion record of a Convertible Debenture is determined by dividing Common Stock on the principal amount applicable Conversion Date, unless the transfer books of the Convertible Debenture converted by Corporation are closed on such Conversion Date, in which event the holder shall be deemed to have become the stockholder of record on the next succeeding date on which the transfer books are open, provided that the Series A-1 Conversion Price, the Series A-2 Conversion Price, Series A-3 Conversion Price, Series A-4 Conversion Price, the Series A-5 Conversion Price or the Series A-6 Conversion Price, as applicable, upon which the conversion price shall be executed shall be that in effect on the Conversion Date. . (vi) Upon conversion of only a portion of the number of shares covered by a New Preferred Certificate, the Corporation shall issue and deliver to or upon the written order of the holder of such New Preferred Certificate, at the expense of the Corporation, a new certificate covering the number of shares of Preferred Stock representing the unconverted portion of the New Preferred Certificate, which new certificate shall entitle the holder thereof to all the rights, powers and privileges of a holder of such Preferred Stock. (c) If a Preferred Stockholder shall surrender more than one share of the same class of Preferred Stock for conversion at any one time, then the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. (d) No fractional shares will of Common Stock shall be issued upon conversion but of Preferred Stock. The Corporation shall instead pay a cash adjustment will be made for any such fractional interest. The outstanding principal interest in an amount equal to the Current Market Price thereof on the Conversion Date, as determined in accordance with Section 7(e)(vi) hereof. (e) For all purposes of this Certificate of Designations, the initial conversion price of the Series A-1 Stock shall be $8.142, the initial conversion price of the Series A-2 Stock shall be $8.142, the initial conversion price of the Series A-3 Stock shall be $8.142, the initial conversion price of the Series A-4 Stock shall be $8.142, the initial conversion price of the Series A-5 Stock shall be $8.142, and the initial conversion price of the Series A-6 Stock shall be $8.142, in each case subject to adjustment from time to time as follows (the conversion price of any Convertible Debenture shall be reduced by the portion or each of the principal amount thereof converted into shares of Sun Common Series A-1 Stock. To convert a Convertible Debenture, a Holder must the Series A-2 Stock, the Series A-3 Stock, the Series A-4 Stock, the Series A-5 Stock and the Series A-6 Stock is sometimes referred to generically in this Section 7 as the “Conversion Price”): (i) complete Subject to Section 7(e)(ii) and sign a conversion notice substantially in the form attached hereto, (ii7(e)(x) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar taxbelow, if required. If a Notice of Conversion is delivered on the Corporation shall, at any time or from time to time after the Regular Record Date and prior to the subsequent Interest Payment Series A-1 Original Issuance Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion issue or sell any shares of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentenceCommon Stock (which term, in the case for purposes of any Convertible Debenture which is convertedthis Section 7(e)(i), interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payableincluding all subsections thereof, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to include all other securities convertible into, or exchangeable or exercisable for, shares of Common Stock (including, but not limited to, Preferred Stock) or options to purchase or other rights to subscribe for such convertible or exchangeable securities, in each case other than Excluded Stock (as defined in Section 7(e)(ii) below), for a consideration per share less than the Series A-1 Conversion Price in effect immediately prior to the issuance of such Common Stock or other securities (a “Dilutive Issuance”), then (X) the Conversion Price of the Series A-1 Stock (the “Series A-1 Conversion Price”) in effect immediately prior to each such Dilutive Issuance shall automatically be paid in full. If reduced to a price equal to the product obtained by multiplying such Series A-1 Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including, without limitation, shares of Common Stock issued or issuable upon conversion of the outstanding Preferred Stock, but excluding shares of Common Stock issuable upon conversion of any Convertible Debenture called for redemption is converted, any money deposited with dividends accrued on such Preferred Stock) plus the Trustee or with any Paying Agent or so segregated and held in trust number of shares of Common Stock that the aggregate consideration received by the Corporation for the redemption additional stock so issued would purchase at such Series A-1 Conversion Price as in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including, without limitation, shares of Common Stock issued or issuable upon conversion of the outstanding Preferred Stock, but excluding shares of Common Stock issuable upon conversion of any dividends accrued on such Preferred Stock) plus the number of shares of additional stock so issued, (Y) the Conversion Price for the Series A-2 Stock (the “Series A-2 Conversion Price”) in effect immediately prior to each such Dilutive Issuance shall automatically be reduced to a price equal to the product obtained by multiplying such Series A-2 Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including, without limitation, shares of Common Stock issued or issuable upon conversion of the outstanding Preferred Stock, but excluding shares of Common Stock issuable upon conversion of any dividends accrued on such Preferred Stock) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for the additional stock so issued would purchase at such Series A-2 Conversion Price as in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including, without limitation, shares of Common Stock issued or issuable upon conversion of the outstanding Preferred Stock, but excluding shares of Common Stock issuable upon conversion of any dividends accrued on such Preferred Stock) plus the number of shares of additional stock so issued, and (Z) the Conversion Price for the Series A-3 Stock (the “Series A-3 Conversion Price”) in effect immediately prior to each such Dilutive Issuance shall automatically be reduced to a price equal to the product obtained by multiplying such Series A-3 Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including, without limitation, shares of Common Stock issued or issuable upon conversion of the outstanding Preferred Stock, but excluding shares of Common Stock issuable upon conversion of any dividends accrued on such Preferred Stock) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for the additional stock so issued would purchase at such Series A-3 Conversion Price as in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including, without limitation, shares of Common Stock issued or issuable upon conversion of the outstanding Preferred Stock, but excluding shares of Common Stock issuable upon conversion of any dividends accrued on such Preferred Stock) plus the number of shares of additional stock so issued. For purposes of this Section 7(e)(i), the number of shares of Common Stock deemed issuable upon conversion of such Convertible Debenture shall (subject to any right outstanding shares of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, Existing Preferred Stock shall be discharged from such trust.determined without giving effect to

Conversion. The Holder (a) At the option and election of any Convertible Debenture has the rightholder thereof, exercisable each share of Series A Preferred Stock, including all unpaid dividends accumulated thereon to the Conversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock Stock. As of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal Conversion Date with respect to a conversion price of $20.13 per share of Sun Common Series A Preferred Stock), subject to adjustment under certain circumstances as set forth in subsections (d) and (e) of this Section 1303 and 1304. The A, such share shall be converted into that number of shares issuable upon conversion of a Convertible Debenture is determined Common Stock equal to the quotient of (i) the sum of (A) the Stated Value plus (B) all unpaid dividends accumulated on such share of Series A Preferred Stock to the Conversion Date whether or not such dividends have been declared, divided by dividing (ii) the principal amount of the Convertible Debenture converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional . (b) Conversion of shares will of the Series A Preferred Stock may be issued effected by any holder thereof upon conversion but a cash adjustment will be made for any fractional interest. The outstanding the surrender to the Corporation at the principal amount office of the Corporation or at the office of any Convertible Debenture agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such shares of Series A Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall be reduced accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the portion holder of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must Series A Preferred Stock being converted (i) complete certificates representing the number of validly issued, fully paid and sign a conversion notice substantially in the form attached heretononassessable full shares of Common Stock to which such holder shall be entitled to, (ii) surrender the Convertible Debenture any cash that is required to a Conversion Agentbe paid pursuant to subsections (d) and (e) of this Section A, (iii) furnish appropriate endorsements or transfer documents if certificates representing any shares of Series B Preferred Stock that are required by the Security Registrar or Conversion Agent to be delivered pursuant to subsection (e) of this Section A, and (iv) pay any transfer if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or similar taxcertificates is being converted, if requireda new certificate or certificates, of like tenor, for the number of shares of Series A Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series A Preferred Stock being converted. If a Notice Such conversion shall be deemed to have occurred at the close of business on the date (the "Conversion is delivered on Date") of the giving of such notice by the holder of the Series A Preferred Stock to be converted and of such surrender of the certificate or after certificates representing the Regular Record Date and prior shares of Series A Preferred Stock to be converted so that as of such time the rights of the holder thereof as to the subsequent Interest Payment Dateshares being converted shall cease except for the right to receive shares of Common Stock, shares of Series B Preferred Stock and/or cash in accordance herewith, and the Holder will be person entitled to receive the interest payable shares of Common Stock and/or shares of Series B Preferred Stock issued as a result of such conversion shall be treated for all purposes as having become the holder of such shares of Common Stock and/or shares of Series B Preferred Stock at such time. (c) In the event that the Series A Preferred Stock is to be redeemed pursuant to Article V hereof, from and after the Redemption Date, the right of a holder to convert shares of Series A Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the subsequent Interest Payment Redemption Date in which case all such rights shall continue unless and until such shares are redeemed and such price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series A Preferred Stock on or prior to any Redemption Date, such shares of Series A Preferred Stock shall be converted by the Corporation into Common Stock in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Closing Price per share of Common Stock on the portion Conversion Date (or on the Trading Day immediately preceding the Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Convertible Debentures Series A Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total number of shares of Series A Preferred Stock so surrendered. (e) Notwithstanding anything in the foregoing to the contrary, in the event that a Conversion Date with respect to a share of Series A Preferred Stock occurs prior to the date on which the Shareholder Approval is obtained, as of such Conversion Date, subject to subsection (d) of this Section A, such share shall be converted notwithstanding into that number of shares of Common Stock equal to the conversion thereof prior quotient of (i) the Stated Amount thereof, divided by (ii) the Conversion Price in effect on the Conversion Date, and upon delivery of such shares in accordance with the terms hereof, the Corporation shall pay in cash all accrued and unpaid dividends on such share as directed by the holder thereof; provided, however, that if, as of such Conversion Date, the Corporation is prohibited by the terms of the Credit Agreement (as in effect on the date of the Investment Agreement or any Credit Agreement containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) or the Indenture (as in effect on the date of the Investment Agreement or any Indenture containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) from paying such accrued and unpaid dividends in cash as required pursuant to such Interest Payment Date. Except as otherwise provided in the immediately preceding this sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion satisfaction of such Convertible Debenture accrued and unpaid dividends and in lieu of such cash payment, the Corporation may deliver shares of Series B Preferred Stock having an aggregate stated value equal to the aggregate amount of such accrued and unpaid dividends. Until the Shareholder Approval is obtained, the Corporation shall not be payable, and (A) utilize amounts available under Section 6.06(a)(ii) of the Company shall not make nor be Credit Agreement (or any comparable provision of the Credit Agreement) for any purpose except to pay dividends in respect of the Series A Preferred Stock in cash as required pursuant to this subsection (e) or to make any other payment, adjustment or allowance payments with respect to accrued but unpaid interest the Series B Preferred Stock, or (including Additional PaymentsB) amend the Credit Agreement in any manner so as to reduce the amounts available to pay dividends in respect of the Series A Preferred Stock in cash under Section 6.06(a)(ii) of the Credit Agreement (or any comparable provision of the Credit Agreement). Notwithstanding the foregoing, if anythis paragraph shall not prohibit (i) on the Convertible Debentures being convertedacquisition, which shall be deemed to be paid repurchase, exchange, conversion, redemption or other retirement for value of shares of Series A Preferred Stock or any Parity Dividend Security by the Corporation in full. If any Convertible Debenture called for redemption is converted, any money deposited accordance with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption terms of such Convertible Debenture shall securities, (subject to any right ii) purchases of Equity Securities of the Holder of such Convertible Debenture Corporation or any Predecessor Security to receive interest as provided of its Subsidiaries from executives and other management-level employees of the Corporation or any of its Subsidiaries in connection with customary employment and severance arrangements, or (iii) the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request oracquisition, if then held repurchase, exchange, conversion, redemption or other retirement for value by the CompanyCorporation of any Junior Dividend Securities by the Corporation in accordance with obligations in existence at the time of original issuance of the Series A Preferred Stock. (f) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series A Preferred Stock in accordance with the terms hereof, such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series A Preferred Stock, and shall be discharged from such trusttake all action required to increase the authorized number of shares of Common Stock if necessary to permit the conversion of all outstanding shares of Series A Preferred Stock.

Conversion. The Subject to and upon compliance with the provisions of the Indenture, the Holder of any Convertible Debenture hereof has the right, exercisable at any time its option, to convert each $1,000 principal amount of this Note at the times specified in the Indenture, based on an initial Conversion Rate of 20.0000 shares of Class A Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company settle such conversion, at its election, pursuant to Physical Settlement, Cash Settlement or before Combination Settlement. If and only to the extent Holders elect to convert the Notes in connection with a Non-Stock Change of Control, the Company will increase the Conversion Rate applicable to such converting Notes in accordance with the Indenture. If this Note (or portion hereof) is surrendered for conversion after 5:00 p.m. (p.m., New York City time) , on the Business Day Regular Record Date for an Interest Payment Date but prior to the applicable Interest Payment Date, it shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the date of repayment of Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after such Convertible DebenturesRegular Record Date and on or prior to such Interest Payment Date; and (iii) with respect to any overdue interest, whether at maturity or upon redemption (either if overdue interest exists at the option time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Conversion Date is deemed to be paid in full upon receipt of the Company Conversion Settlement Consideration rather than cancelled, extinguished or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Dateforfeited. No fractional shares will be issued upon any conversion of Notes, but a an adjustment and payment in cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenturemade, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph Indenture, in respect of Section 307 and this paragraph) any fraction of a share which would otherwise be paid issuable upon the surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the Company upon Company Request or, if then held by terms of the Company, shall be discharged from such trustIndenture.

Conversion. The Holder of any Convertible Debenture Security has the right, exercisable at any time on or before prior to 5:00 p.m. (p.m., New York City time) , on the Business Day immediately preceding the date of repayment of such Convertible DebenturesMarch 15, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)2030, to convert the principal amount thereof (or any portion 104 thereof that is an integral multiple of $2527) into fully paid and nonassessable shares of Sun Common Capital Stock of at the Company at an initial conversion conversation rate of 1.2419 0.73 shares of Sun Common Capital Stock for each $25 27 in aggregate principal amount of Convertible Debentures Securities (equal equivalent to a conversion price of $20.13 37 per share of Sun Common StockCapital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances as set forth circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in Section 1303 making the payment due upon redemption. To convert a Security, a Holder must (1) complete and 1304sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Capital Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Eventcorresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2522) into fully paid and nonassessable shares of Sun Fleetwood Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 [___] per share of Sun Fleetwood Common Stock), subject to adjustment under certain circumstances circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as set forth in Section 1303 and 1304the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder (a) At the option and election of any Convertible Debenture has the rightholder thereof, exercisable at any time on or before 5:00 p.m. each share of Series B Preferred Stock, including all unpaid dividends accumulated thereon to the Conversion Date (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debenturesas defined below), whether at maturity or upon redemption not such dividends have been declared, may be converted in the manner provided herein, into (either at the option i) fully paid, duly authorized and nonassessable shares of Series C Junior Participating Preferred Stock, without par value, of the Company or pursuant to a Tax EventCorporation (the "Junior Preferred Stock"), on any Conversion Date occurring prior to convert the principal amount thereof Approval Date, and (or any portion thereof that is an integral multiple of $25ii) into fully paid and nonassessable shares of Sun Common Stock Stock, on any Conversion Date occurring on or after the Approval Date. As of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal Conversion Date with respect to a conversion price of $20.13 per share of Sun Common Series B Preferred Stock), subject to adjustment under certain circumstances as set forth in subsections (d) and (e) of this Section 1303 and 1304. The A, such share shall be converted into that number of shares issuable upon conversion Conversion Shares (as defined below) equal to the quotient of a Convertible Debenture is determined (i) the sum of (A) the Stated Value thereof plus (B) all unpaid dividends accumulated on such share of Series B Preferred Stock to the Conversion Date whether or not such dividends have been declared, divided by dividing (ii) the principal amount of the Convertible Debenture converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional . (b) Conversion of shares will of the Series B Preferred Stock may be issued effected by any holder thereof upon conversion but a cash adjustment will be made for any fractional interest. The outstanding the surrender to the Corporation at the principal amount office of the Corporation or at the office of any Convertible Debenture agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such shares of Series B Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and specifying the name or names in which such holder wishes the certificate or certificates for Conversion Shares to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall be reduced accompanied by payment of all transfer taxes payable upon the issuance of Conversion Shares in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of Conversion Shares on conversion of Series B Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the portion holder of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must Series B Preferred Stock being converted (i) complete certificates representing the number of validly issued, fully paid and sign a conversion notice substantially in the form attached heretononassessable full Conversion Shares to which such holder shall be entitled to, (ii) surrender the Convertible Debenture any cash that is required to a Conversion Agentbe paid pursuant to subsections (d) and (e) of this Section A, and (iii) furnish appropriate endorsements or transfer documents if required less than the full number of shares of Series B Preferred Stock evidenced by the Security Registrar surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series B Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series B Preferred Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the "Conversion Agent Date") of the giving of such notice by the holder of the Series B Preferred Stock to be converted and (iv) pay any transfer of such surrender of the certificate or similar tax, if required. If a Notice certificates representing the shares of Conversion is delivered on or after Series B Preferred Stock to be converted so that as of such time the Regular Record Date and prior rights of the holder thereof as to the subsequent Interest Payment Dateshares being converted shall cease except for the right to receive Conversion Shares and/or cash in accordance herewith, and the Holder will be person entitled to receive the interest payable Conversion Shares issued as a result of such conversion shall be treated for all purposes as having become the holder of such Conversion Shares at such time. (c) In the event that the Series B Preferred Stock is to be redeemed or repurchased pursuant to Article V hereof, from and after the Redemption Date or the applicable repurchase date, the right of a holder to convert shares of Series B Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the subsequent Interest Payment Redemption Date or the repurchase price on the portion applicable repurchase date, in which case all such rights shall continue unless and until such shares are redeemed or repurchased and such redemption or repurchase price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Convertible Debentures Series B Preferred Stock on or prior to any Redemption Date or repurchase date, such shares of Series B Preferred Stock shall be converted notwithstanding by the Corporation into Conversion Shares in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series B Preferred Stock, no fractions of Conversion Shares shall be issued, but in lieu thereof prior the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such Interest Payment Date. Except as otherwise provided in fractional interest multiplied by the Closing Price per share of Common Stock on the Conversion Date (or on the Trading Day immediately preceding sentencethe Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series B Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full Conversion Shares issuable on conversion thereof shall be computed on the basis of the total number of shares of Series B Preferred Stock so surrendered. (e) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series B Preferred Stock in accordance with the case terms hereof, such number of any Convertible Debenture which is convertedits authorized but unissued shares of Junior Preferred Stock and Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series B Preferred Stock, interest whose Stated Maturity is and shall take all action required to increase the authorized number of shares of Junior Preferred Stock or Common Stock if necessary to permit the conversion of all outstanding shares of Series B Preferred Stock, except that from and after the date Approval Date no shares of conversion of such Convertible Debenture Junior Preferred Stock shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustreserved.

Conversion. Holders may surrender Securities for conversion into shares of CD Common Stock on any Conversion Date in a Conversion Period if the Sale Price (as defined in the Indenture) of the CD Common Stock for at least 20 trading days in the 30 trading day period ending on the first day of such Conversion Period is more than 110% of the accreted conversion price of a Security with a $1,000 Principal Amount at Maturity on such thirtieth day. The accreted conversion price is equal to the Issue Price plus accrued Original Issue Discount of such Security, with the sum thereof divided by the applicable Conversion Rate. A "Conversion Period" will be the period from and including the thirtieth trading day in a fiscal quarter to but not including the thirtieth trading day in the immediately following fiscal quarter. A Holder may also surrender for conversion a Security or portion of any Convertible Debenture a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provision has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or a distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per share of CD Common Stock, as determined in the Indenture, exceeds 10% of the Sale Price of a share of CD Common Stock as of the Business Day prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, exercisable which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution and Securities may be surrendered for conversion at any time on or before 5:00 p.m. (New York City time) thereafter until the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity Ex-Dividend Time or upon redemption (either at the option of until the Company announces that such distribution will not take place. In addition, a Holder may surrender for conversion a Security or portion of a Security during such period, if any, as (i) the credit rating assigned to the Securities by both ▇▇▇▇▇'▇ Investor Services and Standard & Poor's Rating Group is below Baa3 and BBB-, respectively, (ii) the credit rating assigned to the Securities by both such rating agencies is suspended or withdrawn or (iii) neither such rating agency is then rating the Securities. Finally, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to a Tax Event), to convert which the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun CD Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)would be converted into cash, subject to adjustment under certain circumstances securities or other property as set forth in Section 1303 10.14 of the Indenture, the Securities may be surrendered for conversion at any time from and 1304after the date which is 15 days prior to the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The number initial Conversion Rate is 33.40 shares of shares issuable upon CD Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion will receive cash or a check in lieu of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount share of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun CD Common Stock. To convert surrender a Convertible DebentureSecurity for conversion, a Holder must (i1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (iv4) pay any transfer or similar tax, if required. If A Holder may convert a Notice portion of Conversion a Security if the Principal Amount at Maturity of such portion is delivered on $1,000 or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder an integral multiple of $1,000. No payment or adjustment will be entitled to receive the interest payable made for dividends on the subsequent Interest Payment Date on the portion shares of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except CD Common Stock except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of Indenture. On conversion of such Convertible Debenture a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date with respect to the converted Security shall not be payablecancelled, and the Company shall not make nor be required to make any other paymentextinguished or forfeited, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which rather shall be deemed to be paid in fullfull to the Holder thereof through the delivery of the CD Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of CD Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such CD Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on CD Common Stock payable in CD Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of CD Common Stock; distributions to all holders of CD Common Stock of certain rights to purchase CD Common Stock for a period expiring within 60 days at less than the Average Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Holders of the Securities may participate in the transaction without conversion or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If any Convertible Debenture called for redemption the Company is converteda party to a consolidation, any money deposited with merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Trustee Indenture, the right to convert a Security into shares of CD Common Stock may be changed into a right to convert it into securities, cash or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right other assets of the Holder of such Convertible Debenture Company or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustanother person.

Conversion. The Holder Class A Partnership Preferred Units shall be convertible as follows: (a) Upon any conversion of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Class A Preferred Stock of the Company at an initial conversion rate of 1.2419 into shares of Sun Common Stock for each $25 in aggregate principal amount Stock, a number of Convertible Debentures (Class A Partnership Preferred Units equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The the number of shares of Class A Preferred Stock so converted shall be automatically converted into a number of Partnership Common Units equal to the number of shares of Common Stock issuable upon with respect to the shares of Class A Preferred Stock so converted. Upon any conversion of shares of Class A Preferred Stock into Alternative Form Consideration, a Convertible Debenture is determined by dividing number of Class A Partnership Preferred Units equal to the principal number of shares of Class A Preferred Stock so converted shall be automatically converted into the same type and amount of Alternative Form Consideration as is deliverable with respect to the Convertible Debenture converted by the shares of Class A Preferred Stock so converted. Each conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Class A Partnership Preferred Units shall be reduced by deemed to have been effected at the portion same date and time as the corresponding conversion of Class A Preferred Stock. (b) Holders of Class A Partnership Preferred Units at the principal amount thereof converted into shares close of Sun Common Stock. To convert business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Distribution Record Date and prior to the subsequent Interest Payment Date, the Holder will shall be entitled to receive the interest distribution payable on such units on the subsequent Interest corresponding Distribution Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof after such Distribution Record Date and on or prior to such Interest Distribution Payment Date. Except as otherwise provided in the immediately preceding sentence. (c) If, in the case of upon any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payableClass A Preferred Stock, and the Company shall not make nor be Previous General Partner is required to make a cash payment in lieu of issuing any other paymentfractional shares of Common Stock, adjustment or allowance with respect to accrued but unpaid interest (including Additional Paymentsthen, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited connection with the Trustee or with any Paying Agent or so segregated and held in trust for corresponding conversion of Class A Partnership Preferred Units, the redemption Partnership shall make an equal cash payment to the holder of such Convertible Debenture shall converted Class A Partnership Preferred Units. (subject to d) The Partnership will pay any right and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the Holder issue or delivery of such Convertible Debenture Partnership Common Units or any Predecessor Security to receive interest as provided in other securities or property on conversion of Class A Partnership Preferred Units pursuant hereto, and (ii) the last paragraph issue or delivery of Section 307 and this paragraph) be paid Common Stock or other securities or property on conversion of Class A Preferred Stock pursuant to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustterms hereof.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at A. At any time on or before 5:00 p.m. after the date which is eighteen (New York City time18) on the Business Day immediately preceding months after the date of repayment receipt of such Convertible Debenturesthe Series A Preferred Stock, whether at maturity or upon redemption the Holders of Series A Preferred Stock shall have the right to convert each share of Series A Preferred Stock into six (either 6) shares of Common Stock. B. Upon any conversion set forth in this Article “5” of this Certificate of Designation, any accrued but unpaid dividends on the Series A Preferred Stock at the option time the Holders exercise their right to convert, shall be payable in additional shares of Common Stock and shall be reflected in the calculation of the number of shares of Common Stock issuable. The additional shares of Common Stock payable in lieu of the unpaid dividends shall be calculated by dividing the total amount of accrued unpaid dividends by the average market trading value of the Common Stock at closing on each of the preceding twenty (20) trading days prior to the Notice of Conversion (as defined in Paragraph “C” of this Article “5”). For example, assume the value of accrued unpaid dividends at the time the Holders exercise their right to convert is $100, and the average market price for the Common Stock is $2.50. The additional shares of Common Stock which are payable in lieu of the accrued unpaid dividends shall be forty (40) shares. C. As a condition to conversion by any Holder of Series A Preferred Stock, he, she or it shall surrender the certificate or certificates representing the Series A Preferred Stock to be converted, duly endorsed or accompanied by proper instruments of transfer, at the office of the Company or pursuant to a Tax Event), to convert the principal amount thereof (its transfer agent or any portion thereof that is deliver an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock affidavit in favor of the Company stating that such certificates have been lost, stolen or destroyed and containing an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith and shall give written notice in the form which is attached to this Certificate of Designation as Exhibit “A” (the “Notice of Conversion”) by mail, postage prepaid, to the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304its primary office. The Notice of Conversion shall state therein the number of shares issuable upon conversion of a Convertible Debenture is determined by dividing Series A Preferred Stock being converted and the principal amount name or names in which the certificate or certificates for Common Stock are to be issued; provided, however, that, if the Holder of the Convertible Debenture converted by Series A Preferred Stock surrendered for conversion requests the Company to issue a certificate for Common Stock to or for the benefit of any person, other than such holder, the Company shall only be required to issue a certificate to or for the benefit of such other person if the Holder of the Series A Preferred Stock provides the Company with a written legal opinion satisfactory in form and substance to the Company to the effect that any sale or transfer of securities thereby may be effected without registration under the Securities Act or any applicable state securities or blue sky laws. The Notice of Conversion shall also state the date the conversion price in effect on shall be effective (the “Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount ”), provided that such date is on or after the date of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete the delivery of the Notice of Conversion and sign (ii) the surrender of the certificate or certificates representing the Series A Preferred Stock to be converted. If a conversion notice substantially Conversion Date is not specified in the form attached hereto, Notice of Conversion or the stated conversion date is before the (i) date of delivery of the Notice of Conversion and (ii) surrender of the Convertible Debenture certificate or certificates representing the Series A Preferred Stock to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Datebe converted, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Conversion Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid the date upon which the Notice of Conversion and certificate or certificates are deemed delivered (as defined in fullParagraph “C” of Article “10” of this Certificate of Designation). D. If the number of shares of Series A Preferred Stock represented by the Preferred Stock certificate(s) submitted for conversion is greater than the number of shares of Series A Preferred Stock being converted, then the Company shall, as soon as practicable, issue and deliver to the Holder a new certificate representing the number of shares of Series A Preferred Stock not converted. If any Convertible Debenture called for redemption is converted, any money deposited conversion with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid respect to the Company upon Company Request orSeries A Preferred Stock would otherwise result in a fractional share, if then held by the Company, such fractional share shall be discharged from such trustrounded up to the nearest whole share if equal to or greater than one half (.5) share. Such fractional share shall be rounded down to the nearest whole share if less than one half (.5) share.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Eventcorresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2550) into fully paid and nonassessable shares of Sun Fleetwood Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 [___] per share of Sun Fleetwood Common Stock), subject to adjustment under certain circumstances circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as set forth in Section 1303 and 1304the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder of any Convertible Debenture Security has the right, exercisable at any time on or before prior to 5:00 p.m. (p.m., New York City time) , on the Business Day immediately preceding the date of repayment of such Convertible DebenturesMarch 15, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)2030, to convert the principal amount thereof (or any portion 102 6 thereof that is an integral multiple of $2527) into fully paid and nonassessable shares of Sun Common Capital Stock of at the Company at an initial conversion conversation rate of 1.2419 0.73 shares of Sun Common Capital Stock for each $25 27 in aggregate principal amount of Convertible Debentures Securities (equal equivalent to a conversion price of $20.13 37 per share of Sun Common StockCapital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances as set forth circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in Section 1303 making the payment due upon redemption. To convert a Security, a Holder must (1) complete and 1304sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Capital Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City timea) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at At the option of the Company Lender, at the Maturity Date or at any time and from time to time, the Outstanding Amount shall be convertible, in whole or in part, into the number of shares of Common Stock of Orgenesis Inc., the parent company of Koligo Therapeutics Inc., equal to the quotient obtained by dividing (x) the Outstanding Amount by (y) the Conversion Price. The “Initial Installment Conversion Price” for the Outstanding Amount relating to the Initial Installment shall be a price per share of Common Stock equal to $2.50; subject to proportional adjustment in the event of a Common Stock share-split. He “Subsequent Installment Conversion Price” for the Outstanding Amount relating to the Subsequent Installment(s) shall be a price per share of Common Stock equal to $3.50; subject to proportional adjustment in the event of a Common Stock share-split. The Lender may effect one or more conversions by delivering to the Borrower a written notice (each, a “Notice of Conversion”), specifying therein the Outstanding Amount and accrued interest, if any, to be converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Following the applicable Conversion Date, a Conversion completed pursuant to this Section 2(a)(i) shall have the effect of reducing the Outstanding Amount in amount equal to the Convertible Loan set forth in the corresponding Notice of Conversion. L▇▇▇▇▇ agrees that it shall not deliver a Notice of that upon effect results in the holder to beneficially own more than 19.99% of the then outstanding shares of Orgenesis Inc. Common Stock. For the avoidance of doubt, the Borrower may reject or modify, upon mutual agreement of Borrower and Lender, a Notice of Conversion duly delivered by the Lender if such conversion would result in the Lender to beneficially own more than 19.99% of the then outstanding shares of Orgenesis Inc. Common Stock. The Parties shall maintain records showing the total Outstanding Amount converted and the date of each such Conversion. (b) Lender may elect to, instead of the conversion of the Outstanding Amount as per section 6(a) into Common shares of Orgenesis Inc, convert the entire Outstanding Amount into the securities of Borrower pursuant to a Tax Event)the first issuance of equity of the Borrower under which the Borrower raises at least $5,000,000 in gross proceeds (“Qualified Financing”) at a price per share equal to seventy five percent (75%) of the price per share paid for each share of the equity securities purchased for cash by the investors in such a Qualified Financing. The equity issued upon said conversion shall have all preferential and associated rights with the highest class of equity issued in such Qualified Financing. In the event of the Borrower being listed on a public securities exchange, Lender shall have the option to submit a Notice of Conversion to convert the Outstanding Amount at a 25% premium to the volume weighted average price of the Borrower’s equity over the preceding five (5) days as reported by Bloomberg (“5-Day VWAP”), provided that any such conversion shall not result in the Lender to beneficially own more than 19.99% of the then beneficial shares of the Borrower. In the event of an acquisition of the Borrower (“Acquisition”), prior to the closing of such acquisition, Lender shall have the option to convert outstanding principal amount thereof and accrued interest into equity securities of the Borrower at a price equivalent to seventy five percent (75%) of the price paid by such buyer to acquire the Borrower. Borrower shall provide notice to Lender in anticipation of such Qualified Financing at least five (5) days prior to the closing of such Qualified Financing or Acquisition. (c) Upon the conversion pursuant to Section 6(a) above, the rights of repayment of the Outstanding Amount shall be extinguished, and the Lender shall surrender this Agreement. As soon as practicable the Borrower into whose shares the Outstanding Amount is converted, shall issue and deliver to the Lender a capital contribution certificate. (d) The shares issued upon conversion of the Outstanding Amount, free from preemptive rights or any portion thereof other actual contingent purchase rights of persons other than the Lender. (e) The conversion of the Outstanding Amount into equities shall be made without charge to the Lender for any documentary stamp or similar taxes upon conversion. (f) The Lender understands that is an integral multiple the securities of $25) into fully paid and nonassessable Borrower or shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)Orgenesis Inc., subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares applicable, issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares Outstanding Amount will be issued upon conversion but a cash adjustment will “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”) and may not be made for any fractional interest. The outstanding principal amount sold, pledged, assigned or transferred and must be held indefinitely in the absence of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete an effective registration statement under the 1933 Act and sign a conversion notice substantially in the form attached hereto, applicable state securities laws with respect thereto or (ii) surrender an available exemption from, or in a transaction not subject to, the Convertible Debenture registration requirements of the 1933 Act as evidenced by an opinion of counsel satisfactory to the Borrower that such registration is not required. The certificates for the securities of Borrower or shares of Common Stock of Orgenesis Inc., as applicable, issuable upon conversion of the Outstanding Amount shall bear the following or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law or any other agreement to which the Borrower is a Conversion Agentparty): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iiiTHE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, AN AVAILABLE EXEMPTION THEREFROM, OR A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATES. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (g) furnish appropriate endorsements The Lender consents to the Borrower making a notation on its records or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay giving instructions to any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right agent of the Holder securities of such Convertible Debenture Borrower or any Predecessor Security shares of Common Stock of Orgenesis Inc. in order to receive interest as provided in implement the last paragraph of Section 307 restrictions on transfer set forth and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustdescribed herein.

Conversion. The Holder (a) Subject to the terms and conditions contained in this Section 6, the Preferred Shares shall be convertible as follows: (i) from and after the Issue Date, the holders of any Convertible Debenture has Preferred Shares shall have the right, exercisable at any time on or before 5:00 p.m. their option (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event“Optional Conversion Right”), to convert the principal amount thereof (some or any portion thereof that is an integral multiple all of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances their Preferred Shares as set forth in Section 1303 and 1304. The the Holder Conversion Election Notice (as defined below) into the number of shares issuable upon conversion of a Convertible Debenture is determined fully paid and non-assessable Common Shares obtained by dividing the principal amount of aggregate Stated Liquidation Preference Amount plus any dividends (whether or not earned or declared) accrued and unpaid thereon from the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest last Dividend Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentenceto, in the case of any Convertible Debenture which is convertedbut excluding, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture specified Preferred Shares by the Conversion Price (each an “Optional Conversion”); and (ii) at any time following the date that is one (1) year following the Issue Date; provided, that (A) the VWAP of a Common Share for the period of 30 consecutive Trading Days beginning on the 31st Trading Day prior to the Corporation Conversion Election Date (the “Mandatory Conversion VWAP Period”) is in excess of $[·](3) (as adjusted for Common Share Events and dividends paid on shares of the Corporation’s Capital Stock in Common Shares) and (B) the Corporation has an effective resale shelf registration statement permitting the resale of all of the Common Shares issuable upon conversion of the Preferred Shares, the Corporation shall have the right, at its option (the “Mandatory Conversion Right”), to convert all or any number of the outstanding Preferred Shares into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate Stated Liquidation Preference Amount plus any dividends (whether or not be payableearned or declared) accrued and unpaid thereon from the last Dividend Payment Date to, and but excluding, the Company shall not make nor be required to make any other payment, adjustment or allowance date of conversion of such Preferred Shares by the Conversion Price (the “Mandatory Conversion”). Any such Mandatory Conversion with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Companyless than all outstanding Preferred Shares, shall be discharged from applied pro rata to the holders of Preferred Shares based on the number of Preferred Shares held by each such trustholder.

Conversion. The A Holder of any Convertible a Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Debenture into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the close of business on the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is [$25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 _________] per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion closing sale price of the principal amount thereof converted into shares of Sun Common StockStock on the last Trading Day prior to the Conversion Date. To convert a Convertible Debenture, a Holder must (ia) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or Holder surrenders a Debenture for conversion after the Regular Record Date close of business on the record date for the payment of an installment of interest and prior to before the subsequent Interest Payment Dateclose of business on the related interest payment date then, the Holder will be entitled to receive notwithstanding such conversion, the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the payment date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed paid to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture on such record date. In such event, the Debenture must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the Debenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any Predecessor Security integral multiple thereof. A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to receive interest require the Company to purchase such Debenture may be converted only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the last paragraph terms of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The A Holder of any Convertible a Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Debenture into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time prior to maturity; provided that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the Redemption Date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the -------- ------- Holder of a Debenture presents such Debenture for redemption prior to the close of business on the Redemption Date for such Debenture the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each Conversion Price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 5.00 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price Conversion Price in effect on the Conversion Dateconversion date. Payment of accrued interest on a converted Debenture will be made to the conversion date on the next succeeding interest payment date. Upon conversion, no adjustment for dividends will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion Conversion Price of the principal amount thereof converted into shares Common Stock on the last trading day prior to the date of Sun Common Stockconversion. To convert a Convertible Debenture, a Holder must (ia) complete and manually sign a the conversion notice substantially in attached hereto and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, (d) execute any investment letters or other documents required by the Company, and (ive) pay any transfer or similar tax, if required. If a Notice Holder surrenders a Debenture for conversion between the record date for the payment of Conversion is delivered on or after an installment of interest and the Regular Record Date and prior to the subsequent Interest Payment Datenext interest payment date, the Holder will be entitled to receive the amount of interest payable on such interest payment date will be the subsequent Interest Payment Date on the portion of Convertible Debentures amount accrued to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right principal amount of the Holder of such Convertible Debenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustintegral multiple thereof.

Conversion. The Holder Purchaser or any subsequent holder or holders (Holder(s) of any Convertible Debenture has the rightthis Note is entitled, exercisable at its option, at any time on and in whole or before 5:00 p.m. in part, until maturity hereof (New York City timeas extended by Holder(s)) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (of this Note or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted hereof into shares Shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must Stock at lower of (ia) complete and sign a conversion notice substantially in the form attached hereto, average of the closing bid price (iiClosing Bid Price) surrender of the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by Company's Common Stock for the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered five-day trading period ending on or after the Regular Record Date and day prior to the subsequent Interest Payment Effective Date (Average Price) times (x); or (b) the Closing Bid Price on the Closing Date. In the event a Registration Statement Amendment covering the Conversion Shares is not filed by the Filing Date Deadline and/or shall not become effective by the Effective Date Deadline (a) for the first month or part thereof after the Filing Date Deadline that the Registration Statement Amendment has not been filed; and/or (b) for the first month or part thereof after the Effective Date Deadline that the Registration Statement Amendment has not become effective; for each additional month or part thereof commencing one month after the Effective Date Deadline, for up to two years from the Closing Date, that the Holder will Registration Statement Amendment has not been made effective with a current prospectus available, or the Registration Statement Amendment ceases to be entitled effective with a current prospectus available; or the Conversion Shares cannot be sold pursuant to receive SEC Rule 144 (d) (subject only to Form 144 filing, manner of sale and volume limitation provisions of Rule 144). For purposes of this Note, the interest payable Closing Bid Price shall be the closing bid price of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System Level II (Nasdaq), or the closing bid price in the over-the-counter market; or, in the event the Common Stock is listed on a stock exchange, the closing bid price value per share shall be the closing price on the subsequent Interest Payment Date on exchange, as reported in the portion Wall Street Journal. The shares of Convertible Debentures Common Stock issued upon conversion of the Note are herein referred to as Conversion Shares. Such conversion shall be effectuated by surrendering the Note to be converted notwithstanding to the conversion thereof prior Escrow Agent, with the form of Conversion Notice attached hereto as Exhibit 1, executed by the Holder(s) of this Note evidencing such Holder(s)' intention to convert this Note or a specified portion hereof (as above provided). The Effective Date shall be the date set forth on the Conversion Notice, provided such Interest Payment DateConversion Notice is received by the Escrow Agent and the Company, via U.S. mail, overnight courier, hand delivery or facsimile, no later than the fifth business day after such date. Except as otherwise provided Upon recording the amount converted and amount of indebtedness remaining under the Note, set forth in the immediately preceding sentenceConversion Notice on the grid comprising the last page of the Note (Principal Reduction Grid), in the case Escrow Agent shall send a copy of any Convertible Debenture which is convertedthe revised Principal Reduction Grid to the Company and shall send a copy of the revised Principal Reduction Grid to the Holder(s). Escrow Agent shall also deliver the Conversion Shares to Holder(s) The Company has authorized and has reserved and covenants to continue to reserve, interest whose Stated Maturity is after free of preemptive rights and other similar contractual rights of stockholders, a sufficient number of its authorized but unissued shares of Common Stock to satisfy the date rights of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment holder or allowance with respect to accrued but unpaid interest holders (including Additional Payments, if anyHolder(s)) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustNote.

Conversion. (a) The Holder of any Convertible Debenture has shall have the right, exercisable at any from time on or before 5:00 p.m. (New York City to time) , commencing on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)Issue Date, to convert any part of the outstanding interest or principal amount thereof (or any portion thereof that is an integral multiple of $25) this Note into fully paid and nonassessable non-assessable shares of Sun Common Stock of the Company at an initial conversion rate the Conversion Price determined as provided herein. Promptly after delivery to the Company of 1.2419 a Notice of Conversion in the form attached hereto as Exhibit “1” that is completed and duly executed by the Holder (a “Conversion Notice”), the Company shall issue and deliver to Holder that number of shares of Sun Common Stock for each $25 in aggregate principal amount that portion of Convertible Debentures this Note that is to be converted (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances the “Conversion Shares”) as set forth in Section 1303 and 1304the Conversion Notice. The number of shares issuable upon conversion No fraction of a Convertible Debenture is determined by dividing the principal amount share of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares Common Stock or scrip representing a fraction of a share of Common Stock will be issued upon conversion conversion, but a cash adjustment will the number of Conversion Shares shall be made for any fractional interestrounded to the nearest whole share. The outstanding principal amount of any Convertible Debenture shall be reduced by date on which the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after given (the Regular Record Date and prior to the subsequent Interest Payment “Conversion Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any”) on the Convertible Debentures being converted, which shall be deemed to be paid in fullthe date on which the Holder faxes (and receives confirmation of delivery for) or emails the Notice of Conversion duly executed to the Company. If any Convertible Debenture called for redemption is convertedOn or before the third Business Day following the Conversion Date, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture Company shall (subject X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and that the issuance of the Conversion Shares is eligible for such issuance, upon the request of the Holder, credit such aggregate number of shares of Common Stock to any right which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program (or the issuance of the Conversion Shares is not eligible for issuance through DTC Fast Automated Securities Transfer Program), issue and dispatch by overnight courier to the address as specified in the Notice of Conversion, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder is entitled pursuant to such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustconversion.

Conversion. The Holder In lieu of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (exercising this Warrant or any portion thereof that is an integral multiple of $25) hereof, at any time, the Holder hereof shall have the right to convert this Warrant or any portion hereof into fully paid Warrant Shares by executing and nonassessable shares of Sun Common Stock of delivering to the Company at an initial conversion rate its principal office the written Notice of 1.2419 shares Conversion in the form attached hereto as ANNEX C, specifying the portion of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal the Warrant to a conversion price of $20.13 per share of Sun Common Stock)be converted, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304accompanied by this Warrant. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will Warrant Shares to be issued to Holder upon such conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by computed using the following formula: X=(P)(Y)(A-B)/A where X = the number of shares of Common Stock to be issued to the Holder for the portion of the principal amount thereof Warrant being converted. P = the portion of the Warrant being converted into shares expressed as a decimal fraction. Y = the total number of Sun Warrant Shares issuable upon exercise of the Warrant in full. A = the fair market value of one Warrant Share, which means the average closing sale price of one share of Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in Stock during the form attached hereto, (ii) surrender five trading days immediately prior to the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by date the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered received by the Company, as reported in the principal market for such securities or, if no such market exists, the fair market value of one share of Common Stock as determined in good faith by the Company's Board of Directors. B = the Exercise Price on the date of conversion. Any portion of this Warrant that is converted shall be immediately canceled. This Warrant or after the Regular Record Date and any portion hereof shall be deemed to have been converted immediately prior to the subsequent Interest Payment Dateclose of business on the date of its surrender for conversion as provided above, and the Holder will be person entitled to receive the interest payable on Warrant Shares issuable upon such conversion shall be treated for all purposes as the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion holder of such Convertible Debenture shall not be payableshares of record as of the close of business on such date. As promptly as practicable after such date, and the Company shall not make nor be required issue and deliver to make any other payment, adjustment the person or allowance with respect persons entitled to accrued but unpaid interest (including Additional Payments, if any) on receive the Convertible Debentures being converted, which same a certificate or certificates for the number of full Warrant Shares issuable upon such conversion. If the Warrant shall be deemed to be paid in full. If any Convertible Debenture called converted for redemption is convertedless than the total number of Warrant Shares then issuable upon conversion, any money deposited with promptly after surrender of the Trustee or with any Paying Agent or so segregated Warrant upon such conversion, the Company will execute and held in trust for deliver a new warrant, dated the redemption of such Convertible Debenture shall (subject to any date hereof, evidencing the right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company balance of the Warrant Shares purchasable hereunder upon Company Request or, if then held by the Company, shall be discharged from such trustsame terms and conditions set forth herein.

Conversion. The Holder of any Convertible Debenture has You shall have the right, exercisable at your option at any time, to elect to require the Company to convert, at a price per share equal to the Conversion Price on the Conversion Date, all or part of the unpaid principal of your Note into Conversion Shares. Fractional Shares of Common Stock are not to be issued upon conversion, but, in lieu thereof, the Company will pay a cash adjustment based on the Conversion Price. Except where cash payment is required as an adjustment as described above, principal, if any, will be payable by the Company on any Note surrendered for conversion subsequent to the Conversion Date of such Note. The election to convert shall be made by you at any time on or before 5:00 p.m. (New York City time) by delivery to the Company of a Conversion Notice. The Conversion Notice shall be accompanied by an executed Investment Letter of the holder in the form attached hereto as Exhibit C. Upon receipt of a Conversion Notice, the Company will deliver the Conversion Shares to you at your offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and you shall tender the Note, on the Business Day immediately preceding Conversion Date unless another date for conversion is agreed to by the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 parties in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), writing. The Conversion Shares are subject to adjustment under certain circumstances Securities Laws restrictions as set forth in Section 1303 and 13049.1 of this Agreement unless a current registration statement is in effect under the Securities Act. The number of shares issuable Each certificate for Conversion Shares issued upon conversion of a Convertible Debenture is determined your Note, unless at the time of conversion such Conversion Shares are registered under the Securities Act, shall bear the following legend (in addition to any legend required by dividing the principal amount of the Convertible Debenture converted by the conversion price any state securities laws): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE UNLESS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Any certificate for Conversion Shares issued at any time in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made exchange or substitution for any fractional interest. The outstanding principal amount of any Convertible Debenture certificate bearing such legend (unless at that time such Conversion Shares are registered under the Securities Act) shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to also bear such Interest Payment Date. Except as otherwise provided in the immediately preceding sentencelegend unless, in the case written opinion of counsel selected by the holder of such certificate, which counsel and opinion shall be reasonably acceptable to the Company, the Conversion Shares represented thereby need no longer be subject to restrictions on resale under the Securities Act. The Company is authorized to notify its transfer agent of the status of any Convertible Debenture which is converted, interest whose Stated Maturity is after securities bearing the date foregoing legend(s) and to take such other action as shall be reasonable and proper to prevent any violation of conversion of such Convertible Debenture shall not be payable, and the Securities Act or any state securities laws. The Company shall not make nor be required will issue to make any other payment, adjustment or allowance you a replacement Note with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed any amounts remaining due and payable to be paid in full. If you following any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest conversion as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust11.6.

Conversion. The Holder (a) At the option and election of any Convertible Debenture has the rightholder thereof, exercisable at any time on or before 5:00 p.m. each share of Series B Preferred Stock, including all unpaid dividends accumulated thereon to the Conversion Date (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debenturesas defined below), whether at maturity or upon redemption not such dividends have been declared, may be converted in the manner provided herein, into (either at the option i) fully paid, duly authorized and nonassessable shares of Series C Junior Participating Preferred Stock, without par value, of the Company or pursuant to a Tax EventCorporation (the "JUNIOR PREFERRED STOCK"), on any Conversion Date occurring prior to convert the principal amount thereof Approval Date, and (or any portion thereof that is an integral multiple of $25ii) into fully paid and nonassessable shares of Sun Common Stock Stock, on any Conversion Date occurring on or after the Approval Date. As of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal Conversion Date with respect to a conversion price of $20.13 per share of Sun Common Series B Preferred Stock), subject to adjustment under certain circumstances as set forth in subsections (d) and (e) of this Section 1303 and 1304. The A, such share shall be converted into that number of shares issuable upon conversion Conversion Shares (as defined below) equal to the quotient of a Convertible Debenture is determined (i) the sum of (A) the Stated Value thereof plus (B) all unpaid dividends accumulated on such share of Series B Preferred Stock to the Conversion Date whether or not such dividends have been declared, divided by dividing (ii) the principal amount of the Convertible Debenture converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional . (b) Conversion of shares will of the Series B Preferred Stock may be issued effected by any holder thereof upon conversion but a cash adjustment will be made for any fractional interest. The outstanding the surrender to the Corporation at the principal amount office of the Corporation or at the office of any Convertible Debenture agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such shares of Series B Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and specifying the name or names in which such holder wishes the certificate or certificates for Conversion Shares to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall be reduced accompanied by payment of all transfer taxes payable upon the issuance of Conversion Shares in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of Conversion Shares on conversion of Series B Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the portion holder of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must Series B Preferred Stock being converted (i) complete certificates representing the number of validly issued, fully paid and sign a conversion notice substantially in the form attached heretononassessable full Conversion Shares to which such holder shall be entitled to, (ii) surrender the Convertible Debenture any cash that is required to a Conversion Agentbe paid pursuant to subsections (d) and (e) of this Section A, and (iii) furnish appropriate endorsements or transfer documents if required less than the full number of shares of Series B Preferred Stock evidenced by the Security Registrar surrendered certificate or Conversion Agent certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series B Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series B Preferred Stock being converted. Such conversion shall be deemed to have occurred at the close of business on the date (the "CONVERSION DATE") of the giving of such notice by the holder of the Series B Preferred Stock to be converted and (iv) pay any transfer of such surrender of the certificate or similar tax, if required. If a Notice certificates representing the shares of Conversion is delivered on or after Series B Preferred Stock to be converted so that as of such time the Regular Record Date and prior rights of the holder thereof as to the subsequent Interest Payment Dateshares being converted shall cease except for the right to receive Conversion Shares and/or cash in accordance herewith, and the Holder will be person entitled to receive the interest payable Conversion Shares issued as a result of such conversion shall be treated for all purposes as having become the holder of such Conversion Shares at such time. (c) In the event that the Series B Preferred Stock is to be redeemed or repurchased pursuant to Article V hereof, from and after the Redemption Date or the applicable repurchase date, the right of a holder to convert shares of Series B Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the subsequent Interest Payment Redemption Date or the repurchase price on the portion applicable repurchase date, in which case all such rights shall continue unless and until such shares are redeemed or repurchased and such redemption or repurchase price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Convertible Debentures Series B Preferred Stock on or prior to any Redemption Date or repurchase date, such shares of Series B Preferred Stock shall be converted notwithstanding by the Corporation into Conversion Shares in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series B Preferred Stock, no fractions of Conversion Shares shall be issued, but in lieu thereof prior the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such Interest Payment Date. Except as otherwise provided in fractional interest multiplied by the Closing Price per share of Common Stock on the Conversion Date (or on the Trading Day immediately preceding sentencethe Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series B Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full Conversion Shares issuable on conversion thereof shall be computed on the basis of the total number of shares of Series B Preferred Stock so surrendered. (e) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series B Preferred Stock in accordance with the case terms hereof, such number of any Convertible Debenture which is convertedits authorized but unissued shares of Junior Preferred Stock and Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series B Preferred Stock, interest whose Stated Maturity is and shall take all action required to increase the authorized number of shares of Junior Preferred Stock or Common Stock if necessary to permit the conversion of all outstanding shares of Series B Preferred Stock, except that from and after the date Approval Date no shares of conversion of such Convertible Debenture Junior Preferred Stock shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustreserved.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time time, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures in a principal amount equal to the Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial rate of ______ shares of Common Stock for each Trust Security (which is equivalent to a conversion price of $______ per share of Common Stock), subject to the terms and certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). In case Trust Securities or before 5:00 p.m. (New York City time) a portion thereof are called for redemption, such conversion right in respect of the Trust Securities or portion thereof so called shall expire at the close of business on the Business Day immediately preceding the date of repayment Redemption Date, unless the Property Trustee fails to irrevocably deposit funds sufficient to pay the Redemption Price or Optional Redemption Price, as the case may be. (ii) In order to convert Trust Securities into Common Stock, the Holder of such Convertible Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (x) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (y) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, whether at maturity or upon redemption on behalf of such Holder, into Common Stock (either at the option conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Company or pursuant Holder's election to exchange Trust Securities for a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of 1.2419 shares of Sun Common Stock for each $25 in aggregate such notice, deliver to the Conversion Agent the appropriate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth for exchange in Section 1303 and 1304accordance with this Section. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing Conversion Agent shall thereupon notify the principal amount Depositor of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or allowance with respect to not in arrears accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedTrust Securities surrendered for conversion, which or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver, or shall cause to be issued and delivered, at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion, and the Conversion Agent shall distribute such certificate or certificates and cash to such Person or Persons. (iii) Each Holder of a Trust Security by its acceptance thereof initially appoints [_____________________________] not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized to (i) exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (iv) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (v) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Agreement or otherwise required of the Property Trustee or with by law or the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.]

Conversion. The Holder of (1) At any Convertible Debenture has one or more times prior to the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (outstanding of the Credit Facility, the Lender shall be entitled to elect to convert all or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted Credit Facility outstanding at such time (together with all interest accrued and outstanding thereon) (the “Conversion Amount”) into such number (the “Specified Number”) of fully paid and non assessable Common Shares in the capital of the Borrower as is equal to the Conversion Amount divided by the Conversion Price. Such election by the Lender shall be made on notice to the Borrower in accordance with Section 10.12(1) and shall specify the date for conversion price (the “Conversion Date”) and the number of Common Shares beneficially owned by, or under the control or direction of, the Lender. The Conversion Price shall be in effect on Canadian Dollars, and the Conversion Amount for determining the Specified Number of Common Shares, shall be the Equivalent Amount thereof expressed in Canadian Dollars determined as at the Business Day immediately prior to the Conversion Date. No fractional shares . (2) The Conversion Amount in respect of any outstanding balance of the Credit Facility which the Lender may elect to convert will be issued upon conversion but converted into Common Shares at a cash adjustment price per Common Share equal to Conversion Price. On the Conversion Date the Lender will be made deemed to have subscribed for any fractional interest. The outstanding principal the Specified Number of Common Shares at a total subscription price (each, a “Subscription Price”) equal to such Conversion Amount, and the total Subscription Price payable by the Lender to the Borrower in accordance with this Section 2.4(2) will be automatically set off against the full amount of any Convertible Debenture shall be reduced such Conversion Amount owing by the Borrower to the Lender in full payment of each other effective as of the Conversion Date, whereupon the full amount of such Conversion Amount will be deemed to have been paid by the Borrower to the Lender and the total Subscription Price will be deemed to have been paid by the Lender to the Borrower. (3) Notwithstanding any other provisions of this Agreement: no Prepayment Fee, Make Whole Fee or other penalty shall apply to any portion of the principal amount thereof Credit Facility that is converted into shares Common Shares within 24 months of Sun the Initial Closing Date if exercised at the discretion of the Lender. (4) Upon the conversion of a Conversion Amount, the Lender or such other Person as the Lender may direct in writing, subject to the prior approval of the Borrower, not to be unreasonably withheld, shall be entered in the books (including its central securities register) of the Borrower as at the date of conversion as the holder of the number of Common Stock. To convert a Convertible DebentureShares into which such Conversion Amount is convertible and, as soon as practicable, the Borrower shall deliver to the Lender or such other Persons as the Lender may direct in writing, a Holder must certificate or certificates for such Common Shares; provided that the Borrower will not deliver any Common Shares to such other Persons unless such other Persons (i) complete certify either that they are (a) an Accredited Investor or (b) a Qualified Institutional Buyer and sign a conversion notice substantially in the form attached hereto, (ii) surrender provide such other customary representations, warranties and covenants as the Convertible Debenture Borrower determines are reasonably required under U.S. securities law. (5) If and whenever the Borrower shall (a) subdivide or re divide the outstanding Common Shares into a greater number of shares, (b) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (c) issue any Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend, rights offering or otherwise, the number of Common Shares which may be acquired on conversion of a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable Amount on the subsequent Interest Payment Date date of the subdivision, redivision, reduction, combination or consolidation or on the portion record date for the issue of Convertible Debentures to Common Shares by way of a stock dividend, rights offering or otherwise, as the case may be, shall be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentenceincreased, in the case of any Convertible Debenture the events referred to in (a) and (c) above, in the proportion which is convertedthe number of Common Shares outstanding before the subdivision, interest whose Stated Maturity is redivision or dividend bears to the number of Common Shares outstanding after the date subdivision, redivision or dividend, or shall be decreased, in the case of conversion the events referred to in (b) above, in the proportion which the number of such Convertible Debenture shall not be payableCommon Shares outstanding before the reduction, and combination, or consolidation bears to the Company shall not make nor be required to make any other paymentnumber of Common Shares outstanding after the reduction, adjustment combination or allowance with respect to accrued but unpaid interest (including Additional Paymentsconsolidation. Any issue of Common Shares by way of a stock dividend, if any) on the Convertible Debentures being converted, which rights offering or similar type of transaction shall be deemed to have been made on the record date fixed for the purpose of calculating the number of outstanding Common Shares under this Section 2.4(5). For greater certainty, an equity issuance, issuance of securities for value, dividend reinvestment plan or similar transaction will not trigger the re adjustment provisions of this Section 2.4(5). (6) In the case of any reclassification of the Common Shares at any time outstanding (other than any subdivision or consolidation of Common Shares into a greater or lesser number of Common Shares) or change of the Common Shares into other shares, or in case of a corporate reorganization of the Borrower (other than a corporate reorganization which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), the Lender shall be entitled to receive upon conversion, and shall accept, in lieu of the number of Common Shares to which they were previously entitled upon such conversion, the kind and amount of shares, warrants and other securities or property which the Lender would have been entitled to receive as a result of the corporate reorganization if, on the effective date, it had been the registered holder of the number of Common Shares to which it was previously entitled upon conversion. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Section 2.4 with respect to the rights and interests thereafter of the Lender so that the provisions set forth in this Section 2.4 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the conversion of the applicable Conversion Amount. (7) The adjustments provided for in this Section 2.4 are cumulative and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 2.4, provided that, notwithstanding any other provision of this Section 2.4 an adjustment is subject to Exchange approval and, subject to the rules and policies of the Exchange, no adjustment shall be made which would result in an increase in the Conversion Price (except on a combination or consolidation of the outstanding Common Shares) and no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments which by reason of this Section 2.4(7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (8) If any question arises with respect to the adjustments provided in this Section 2.4, such question shall be conclusively determined by a firm of chartered accountants (who may be the Borrower’s auditors) appointed by the Borrower and acceptable to the Lender acting reasonably. Such chartered accountants shall be given access to all necessary records of the Borrower and their determination shall be binding upon the Borrower and the Lender. (9) The Borrower shall not be required to issue fractional Common Shares upon the conversion of a Conversion Amount. In lieu of the Borrower issuing a fractional Common Share, the Borrower shall round such fractional Common Share down to the next whole Common Share and such fractional amount shall be paid in full. If cash to the Lender. (10) The Borrower shall, from time to time as soon as practicable in advance of the occurrence of any Convertible Debenture called event which will require an adjustment or readjustment as provided in this Section 2.4, deliver a certificate of the Borrower to the Lender specifying the nature of the event requiring the same and the amount of the necessary adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of chartered accountants (who may be the Borrower’s auditors) appointed by the Borrower and acceptable to the Lender acting reasonably and such certificate shall be conclusive and binding on all parties in interest absent manifest error. (11) The Borrower shall give notice to the Lender of its intention to fix a record date for redemption is convertedany event mentioned in this Section 2.4 which may give rise to an adjustment in the number of Common Shares which may be acquired on conversion of a Conversion Amount, any money deposited with and, in each case, the Trustee or with any Paying Agent or so segregated notice shall specify the particulars of the event and held in trust the record date and the effective date for the redemption event; provided that the Borrower shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which such Convertible Debenture notice is given. Such notice shall be given not less than 10 Business Days prior to the applicable record date. (subject 12) The Borrower shall at all times reserve and keep available out of its authorized Common Shares and solely for the purpose of conversion as in this Section 2.4, and conditionally allot to the Lender, such number of Common Shares as shall then be issuable upon the exercise of any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then conversion held by the CompanyLender hereunder, including without limitation upon the conversion of each Conversion Amount. The Borrower covenants with the Lender that all Common Shares which shall be discharged so issuable shall be duly and validly issued as fully paid and non assessable. (13) The Borrower shall: (a) use commercially reasonable efforts to preserve and maintain its corporate existence and listing on the Exchange; and (b) use commercially reasonable efforts to make all requisite filings under applicable Securities Laws and the respective regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of those acts and regulations, provided that, for greater certainty, the covenants in this Section (13) shall not prevent the Borrower from completing any transaction or ceasing to be a reporting issuer if doing so is determined by the Borrower’s board of directors as being in the best interests of the Borrower and any approvals required therefor under applicable corporate and Securities Laws and the policies of the Exchange have been obtained. (14) The Lender covenants and agrees with the Borrower that, for as long as there is any principal amount outstanding of the Credit Facility, it and its Affiliates, are prohibited from, directly or indirectly, holding any “short positions”, entering into any forward contract, equity swap, put, call, collar, or similar transaction or any other arrangement that results in a gain only if the value of the Borrower’s securities declines in the future, on any securities of the Borrower or any of its successors, including without limitation the Common Shares. (15) The Lender represents and warrants that as of the date of this Agreement and the Initial Closing Date that the Lender is eligible for the prospectus exemption provided by Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and has entered into this Agreement as principal. The Lender is an “accredited investor” in reliance on paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106 and was not created or used solely to purchase or hold securities as an accredited investor under that paragraph (m). The Lender is not an “insider” of the Borrower or a “registrant” (each as defined under Securities Laws). (16) The Lender covenants and agree with the Borrower that at any time it makes any election to receive Conversion Shares pursuant to Section 2.4(1), it will complete, execute and deliver to the Borrower an Institutional Accredited Investor Letter in the form attached hereto as Schedule G. (17) Notwithstanding any other provision of this Agreement, but subject to this Section 2.4(17), the aggregate number of Lender’s Shares issuable upon Conversion and upon the exercise of the Prepayment Warrants and the COF Warrants shall not exceed Common Shares, as adjusted on a proportionate basis to reflect any Security Structure Event, unless and to the extent the Borrower has obtained approval by its shareholders for the issuance of additional Lender’s Shares in a manner and form required by the Exchange or has otherwise obtained the approval of the Exchange to issue such trustCommon Shares without shareholder approval. (18) In the event that a Conversion and/or exercise of Prepayment Warrants would result in the Lender becoming an “Insider” (as defined in rules and policies of the Exchange) of the Borrower, such Conversion and/or exercise of Prepayment Warrants in excess of the relevant threshold will be postponed and will not be effective until the Exchange has approved a personal information form, or waived the requirement therefor, in respect of the Lender. In addition, in the event that a Conversion and/or exercise of Prepayment Warrants would “materially affect control” (as defined in the rules and policies of the Exchange) of the Borrower, and/or result in the Lender becoming a “control person” (as defined in the Securities Act), such Conversion and/or exercise of Prepayment Warrants in excess of the relevant threshold will be postponed and will not be effective until the Parties comply with all requirements under Securities Laws, as applicable. For greater certainty, if a Conversion and/or exercise of Prepayment Warrants is postponed, such postponement will not constitute an Event of Default. (19) The Lender acknowledges that the Borrower may refuse, in whole or in part, a Conversion and/or exercise of Prepayment Warrants that violates the limitations in Section 2.4(17) or Section 2.4(18).

Conversion. The Holder of any Convertible Debenture has (a) Subject to the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon Corporation’s redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as rights set forth in Section 1303 and 13046(b), each share of Series A Preferred Stock is convertible into shares of Common Stock at the election of the holder thereof by written notice to the Corporation (each, a “Conversion Notice”). The Conversion Notice shall state: (i) the number of shares issuable upon conversion of Series A Preferred Stock to be converted; and (ii) that the shares of Series A Preferred Stock are to be converted pursuant to the applicable terms of the Series A Preferred Stock. Each such share of Series A Preferred Stock will convert into a Convertible Debenture is number of shares of Common Stock determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign the sum of (A) 100% of the Stated Value plus (B) any accrued but unpaid dividends to, but not including, the Conversion Date (as defined below) (unless the Conversion Date is after a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Dividend Record Date and prior to the subsequent Interest corresponding Dividend Payment Date, the Holder in which case no additional amount for such accrued and unpaid dividend will be entitled included in such sum) by (ii) the conversion price of each share of Common Stock (the “Conversion Price”). The Conversion Price will be determined as follows: i. Provided there has been a Listing Event, the Conversion Price for such share of Series A Preferred Stock will be equal to receive the interest payable on VWAP per share of Common Stock of the subsequent Interest Payment Date on Corporation (or its successor) for the 20 Trading Days prior to the delivery date of the Conversion Notice. ii. If a Listing Event has not occurred, the Conversion Price for such share of Series A Preferred Stock will be equal to 100% of the Corporation’s net asset value per share of Common Stock (“NAV per share”), if then established, and until the Corporation establishes a NAV per share, the Conversion Price will be equal to $25.00, or the initial offering price per share of Common Stock in Mobile’s initial public offering. A holder may elect to convert all or any portion of Convertible Debentures its shares of Series A Preferred Stock by delivering a Conversion Notice stating its desire to be converted notwithstanding convert such number of shares of Series A Preferred Stock into Common Stock. Subject to the Corporation’s redemption rights set forth in Section 6(b) and Section 7, the conversion thereof prior of the Series A Preferred Stock subject to a Conversion Notice (the “Conversion Shares”) into Common Stock will occur at the end of the 20th Trading Day after the Corporation’s receipt of such Interest Payment Conversion Notice (the “Conversion Date. Except as otherwise provided in ”). (b) Notwithstanding the immediately preceding sentenceforegoing, upon a holder providing a Conversion Notice, the Corporation will have the right (but not the obligation) to redeem, in its sole discretion, any or all of the case Conversion Shares at a redemption price, payable in cash, equal to 100% of the Stated Value of each share of Series A Preferred Stock, plus any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest dividends (including Additional Paymentsthe Mobile Preferred Accrual) thereon to, if any) but not including, the redemption date (the “Redemption Price”). The Corporation, in its discretion, may elect to redeem any such shares of Series A Preferred Stock by delivering a written notice of redemption to the holder thereof on or prior to 10th Trading Day prior to the close of trading on the Convertible Debentures being convertedConversion Date. If the Corporation elects to redeem such Conversion Shares, the Corporation shall pay the Redemption Price, without interest, to holder of the redeemed Conversion Shares promptly following the delivery of a notice of redemption pursuant to this Section 6, but, in any event, not later than the Conversion Date, which payment date shall also be the redemption date for purposes of this Section 6; provided, however, that if the Corporation exercises its redemption right pursuant to Section 7, such shares shall be deemed to be paid redeemed in fullaccordance with the procedures set forth in Section 7. If any Convertible Debenture called for a notice of redemption is convertednot delivered by the Corporation by the 10th Trading Day prior to the close of trading on the Conversion Date, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption Conversion Shares shall thereafter convert into shares of such Convertible Debenture shall (subject to any right Common Stock, effective as of the Holder close of such Convertible Debenture or any Predecessor Security to receive interest as provided in trading on the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustConversion Date.

Conversion. The Subject to Section 1 hereof, the Holder of any Convertible Debenture has may convert this Warrant (the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event"CONVERSION RIGHT"), to convert in whole or in part, into the principal amount thereof (or any portion thereof that is an integral multiple number of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company calculated pursuant to the following formula by surrendering this Warrant (with the notice of exercise form attached hereto as EXHIBIT 1 duly executed) at an initial conversion rate the principal office of 1.2419 the Company specifying the number of shares of Sun Common Stock of the Company, the rights to purchase which the Holder desires to convert: X = Y (A - B) --------- A where: X = the number of shares of Common Stock to be issued to the Holder; Y = the number of shares of Common Stock subject to this Warrant for which the Conversion Right is being exercised; A = the fair market value of one share of Common Stock; B = the Warrant Price. As used herein, the fair market value of a share of Common Stock shall mean, with respect to each $25 in aggregate principal amount share of Convertible Debentures (equal to a conversion Common Stock, the closing price of $20.13 per share of Sun the Company's Common Stock)Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, subject if not then listed or admitted to adjustment under certain circumstances as set forth in Section 1303 and 1304trading on any such exchange, on the NASDAQ National Market System, or if not then listed or traded on any such exchange or system, the last sale price per share on NASDAQ Small-Cap Market. The number of Company agrees that the shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture so converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in fullissued to the holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. If In the event of any Convertible Debenture called conversion of this Warrant, certificates for redemption is the shares of stock so converted shall be delivered to the holder hereof within 15 days thereafter and, unless this Warrant has been fully converted or expired, a new Warrant representing the portion of the shares, if any, with respect to which this Warrant shall not then have been converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) also be paid issued to the Company upon Company Request or, if then held by the Company, shall be discharged from holder hereof within such trust15 day period.

Conversion. The Holder (a) In the event that a holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option Series A Preferred Shares of the Company or pursuant to a Tax Event), General Partner exercises its right to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Series A Preferred Shares into fully paid and nonassessable shares of Sun Common Stock Shares of the Company at General Partner in accordance with the terms of the Articles Supplementary of the General Partner, then, concurrently therewith, an initial conversion rate equivalent number of 1.2419 shares Series A Preferred Units of Sun the Partnership held by the General Partner shall be automatically converted into a number of Common Stock for each $25 in aggregate principal amount Units of Convertible Debentures (the Partnership equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The the number of shares issuable Common Shares issued upon conversion of such Series A Preferred Shares; provided, however, that if a Convertible Debenture is determined by dividing the principal amount holder of Series A Preferred Shares of the Convertible Debenture converted General Partner receives cash or other consideration in addition to or in lieu of Common Shares in connection with such conversion, then the General Partner, as the holder of the Series A Preferred Units, shall be entitled to receive cash or such other consideration equal (in amount and form) to the cash or other consideration to be paid by the General Partner to such holder of the Series A Preferred Shares. Any such conversion price in effect on the Conversion Date. No fractional shares will be issued upon effective at the same time the conversion but of Series A Preferred Shares into Common Shares is effective. (b) Holders of Series A Preferred Units at the close of business on a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest distribution payable on such Series A Preferred Units on the subsequent Interest corresponding Distribution Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Series A Preferred Units following such Record Date and prior to such Interest Distribution Payment Date. Except as otherwise provided in However, Series A Preferred Units surrendered for conversion during the immediately preceding sentence, in period between the case close of business on any Convertible Debenture which is converted, interest whose Stated Maturity is Record Date and ending with the opening of business on the corresponding Distribution Payment Date (except Series A Preferred Units converted after the date issuance of a notice of redemption with respect to a Redemption Date during such period or coinciding with such Distribution Payment Date, which will be entitled to such distribution on the Distribution Payment Date) must be accompanied by payment of an amount equal to the distribution payable on such Series A Preferred Units on such Distribution Payment Date. A holder of Series A Preferred Units on a Record Date who tenders any such shares for conversion of into Common Units on such Convertible Debenture shall not be payableDistribution Payment Date will receive the distribution payable by the Partnership on such Series A Preferred Units on such date, and the Company converting holder need not include payment of the amount of such distribution upon surrender of Series A Preferred Units for conversion. (c) No fractional units will be issued in connection with the conversion of Series A Preferred Units into Common Units. In lieu of fractional Common Units, the General Partner shall not make nor be required entitled to make receive a cash payment in respect of any other payment, adjustment or allowance with respect fractional unit in an amount equal to accrued but unpaid the fractional interest (including Additional Payments, if any) multiplied by the closing price of a share of Common Stock on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called date the Series A Preferred Shares are surrendered for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held conversion by the Company, shall be discharged from such trusta holder thereof.

Conversion. The Subject to and in compliance with the provisions of the Indenture, the Holder of any Convertible Debenture Security has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Eventcorresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2550) into fully paid and nonassessable shares of Sun Fleetwood Common Stock of at the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 48.72 per share of Sun Fleetwood Common Stock), subject to adjustment under certain circumstances circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as set forth in Section 1303 and 1304the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Security shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder of any Convertible Debenture has In addition to and without limiting the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option rights of the Company or pursuant to a Tax Event)Holder under the terms of this Warrant, the Holder shall have the right to convert the principal amount thereof (this Warrant or any portion thereof that is an integral multiple of $25(the "Conversion Right") into fully paid and nonassessable shares of Sun Common Stock as provided in this subsection 1.c. The Holder may exercise this Conversion Right on any date during the Exercise Period (the "Conversion Date") by surrendering this Warrant as described in subsection 2.b. above, together with a notice of conversion, the form of which is attached hereto as Exhibit II. Upon exercise of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal Conversion Right with respect to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The particular number of shares issuable upon conversion subject to this Warrant (the "Converted Warrant Shares"), the Company shall deliver to the Holder (without payment by the Holder of a Convertible Debenture is determined any exercise price or any cash or other consideration) (x) that number of Warrant Shares equal to the quotient obtained by dividing the principal amount value of this Warrant (or the Convertible Debenture converted specified portion hereof) on the Conversion Date by (y) the conversion price in effect Fair Market Value of one share of Common Stock on the Conversion Date. No fractional The value of this Warrant shall be determined by subtracting (A) the aggregate Exercise Price of the Converted Warrant Shares on the Conversion Date from (B) the aggregate Fair Market Value (as defined below) of the Converted Warrant Shares on the Conversion Date. Where: X = the number of shares will of Common Stock that may be issued upon conversion but a cash adjustment will be made for any fractional interest. to Holder Y = the Fair Market Value of one share of Common Stock A = the aggregate Exercise Price (i.e., Converted Warrant Shares multiplied by the Exercise Price) B = the aggregate Fair Market Value (i.e., Converted Warrant Shares multiplied by the Fair Market Value) The outstanding principal amount Fair Market Value per share of any Convertible Debenture Common Stock shall be reduced by determined as follows: i. If the portion Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq Bulletin Board, or another nationally recognized exchange or trading system as of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion Fair Market Value per share of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Common Stock shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph reported sale price per share of Section 307 and this paragraph) be paid to Common Stock thereon on the Company upon Company Request Conversion Date; or, if then held no such price is reported on such date, such price on the next preceding business day; or, if no such price is reported on such date, the average of the mean of the high closing bid and the low closing asked prices for the three preceding business days (provided that if no such price is reported for the three preceding business days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). ii. If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq Bulletin Board or another nationally recognized exchange or trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Conversion Date, then (A) the Fair Market Value per share of Common Stock shall be discharged from such trust.the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), and (B) the exercise of this Warrant pursuant to this

Conversion. The Holder shares of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either Class D Preferred Stock shall be convertible at the option principle office of the Company, and at such other place or places, if any, as the Board of Directors of the Company or pursuant to a Tax Event)may designate, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable non-assessable shares (calculated as to each conversion to the nearest l/100th of Sun Common Stock a share) of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Class A Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares of common stock issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount each share of the Convertible Debenture converted Class D Preferred Stock shall be equal to $2.50 divided by the conversion price in effect at the time of conversion determined as hereinafter provided. The price at which shares of Common Stock shall be delivered upon conversion (the "Conversion Price") shall be initially $0.0125 per share of Common Stock; provided, however, that such Conversion Price shall be subject to adjustment from time to time in certain instances as hereinafter provided. No payment or adjustment shall be made in respect of dividends on the Conversion DateClass A Common Stock upon conversion of shares of the Class D Preferred Stock. If the Company calls any shares of the Class D Preferred Stock for redemption, such right of conversion shall cease and terminate, as to the shares designated for redemption, at the close of business on the redemption date, unless the Company defaults in the payment of the redemption price. No fractional shares of Class A Common Stock will be issued, and instead the number of shares of Class A Common Stock to be issued on conversion of Class D Preferred Stock will, to the extent necessary, be rounded up to the nearest whole number of shares. Before any holder of shares of the Class D Preferred Stock shall be entitled to convert the same into Class A Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed to the Company or in blank, at the principle office of the Company or at such other place or places, if any, as the Board of Directors of the Company has designated, and shall give written notice to the Company at said office or place that it elects to convey the same and shall state in writing therein the name or names (with addresses) in which it wishes the certificate or certificates for Class A Common Stock to be issued. The Company will, as soon as practicable thereafter, issue and deliver at said office or place to such holder of shares of the Class D Preferred Stock, or to its nominee or nominees, certificates for the number of full shares of Class A Common Stock to which it shall be entitled as aforesaid. Shares of the Class D Preferred Stock shall be deemed to have been converted as of the close of business on the date of the surrender of such shares for conversion as provided above, and the person or persons entitled to receive the Class A Common Stock issuable upon conversion but a cash adjustment will shall be made treated for any fractional interestall purposes as the record holder or holders of such Class A Common Stock as of the close of business on such date. The outstanding principal amount of Conversion Price in effect at any Convertible Debenture time shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must subject to adjustment as follows: (i) complete and sign In case the Company shall (A) declare a conversion notice substantially dividend on its Class A Common Stock in the form attached heretoshares of Class A Common Stock, (iiB) surrender the Convertible Debenture to a Conversion Agentsubdivide its outstanding shares of Class A Common Stock, (iiiC) furnish appropriate endorsements combine its outstanding shares of Class A Common Stock into a smaller number of shares, or transfer documents if required (D) issue by reclassification of its Class A Common Stock (including any such reclassification in connection with a consolidation or merger in which the Security Registrar or Conversion Agent and (ivCompany is the continuing corporation) pay any transfer or similar tax, if required. If a Notice shares of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Dateits capital stock, the Holder will Conversion Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the holder of any share of the Class D Preferred Stock surrendered for conversion after such time shall be entitled to receive the interest payable kind and amount of shares which it would have owned or have been entitled to receive had such share of the Class D Preferred Stock been converted immediately prior to such time. Such adjustment shall be made successively whenever any event listed above shall occur. (ii) In case the Company shall distribute to all holders of its Class A Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding dividends or other distributions paid out of earned surplus), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the subsequent Interest Payment Date date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Class A Common Stock on the date fixed for such determination less the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive and described in a Board Resolution of the Company filed with the Company) of the portion of Convertible Debentures the assets or evidences of indebtedness so distributed applicable to one share of Class A Common Stock and the denominator shall be converted notwithstanding such Current Market Price per share of the conversion thereof Class A Common Stock on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business of the day following the date fixed for the determination of stockholders entitled to receive such Interest Payment Date. Except as otherwise provided in distribution. (iii) For the immediately preceding sentence, in the case purpose of any Convertible Debenture which is convertedcomputation under paragraph (ii) above, interest whose Stated Maturity is after the "Current Market Price" on any date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right average of the Holder daily closing prices per share of Class A Common Stock for 20 consecutive business days selected by the Company commencing 35 business days before such Convertible Debenture or any Predecessor Security to receive interest as provided in date. The closing price for each day shall be the last paragraph sale price or, in case no such sale takes place on such day, the average of Section 307 the closing bid and this paragraph) be paid to asked prices, in either case on the Company upon Company Request New York Stock Exchange, or, if then held the Class A Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if it is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices as furnished by any member of the National Association of Securities Sealers, Inc., selected from time to time by the Company for that purpose. (iv) All calculations under this paragraph (6) shall be made to the nearest cent or the nearest l/100th of a share, as the case may be. (v) In case of any consolidation or merger of the Company with or into any other corporation (other than a consolidation or merger in which the Company is the continuing corporation), or in case of any sale or transfer of all or substantially all of the assets of the Company, the holder of each share of Class D Preferred Stock shall after such consolidation, merger, sale or transfer have the right to convert such share of the Class D Preferred Stock into the kind and amount of shares of stock and other securities and property which such holder would have been entitled to receive upon such consolidation, merger, sale or transfer if he had held the Class A Common Stock issuable upon the conversion of such share of the Class D Preferred Stock immediately prior to such consolidation, merger, sale or transfer. (vi) In the event that at any time, as a result of an adjustment made pursuant to paragraph (i) above, the holder of any share of Class D Preferred Stock surrendered for conversion shall become entitled to receive any securities other than shares of Class A Common Stock, thereafter the amount of such other securities so receivable upon conversion of any share of the Class D Preferred Stock shall be discharged subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Class A Common Stock contained in paragraphs (i) to (v), inclusive, above, and the provisions of this paragraph (6) with respect to the Class A Common Stock shall apply on like terms to any such trustother securities. (vii) No adjustment in the Conversion Price shall be required unless such adjustment would require a change of at least l % in such price; provided, however, that any adjustments which by reason of this paragraph (vii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the limitations set forth in this Section, shall have the right, exercisable at any time their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 _____ shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of approximately $20.13 _____ per share of Sun Common Stock), subject to adjustment under certain circumstances adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the close of business on the date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints First Union National Bank not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby (v) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted. (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount this Trust Agreement or otherwise required of the Convertible Debenture converted by Property Trustee or the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture Trust to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered amounts on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion account of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.

Conversion. The Holder Subject to and upon compliance with the provisions of any Convertible Debenture has the rightIndenture, exercisable a holder of Securities is entitled, at such holder's option, at any time on or before 5:00 p.m. after the Registration Date and prior to the close of business on February 1, 2006, to convert such Security at the principal amount thereof (or any portion of the principal amount thereof which is $1,000 or an integral multiple thereof), into fully paid and nonassessable shares of Common Stock of the Company (calculated as to each conversion to the nearest 1/1000 of a share) at a Conversion Price equal to $12.47 aggregate principal amount of Securities for each Conversion Share (or at the current adjusted Conversion Price if an adjustment has been made as provided in the Indenture). The holder shall affect such Conversion by surrender of the Security together with (a) instruments of transfer in form satisfactory to the Company and the Trustee, duly executed by the registered holder or by his duly authorized attorney, and (b) the Conversion Notice hereon duly executed at the principal corporate trust office of the Trustee, or at such other office or agency of the Company as may be designated by it for such purpose in the City of New York City timeYork. If any Security or a portion thereof is called for redemption, the right to convert such Security (or such portion thereof) shall expire at the close of business on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity fixed for redemption or upon the Holder Redemption Date (provided that in the latter case the holder shall have revoked his redemption (either at in accordance with Section 3 hereof). In the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount case of any Convertible Debenture shall be reduced by the portion of the principal amount thereof Security which is converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay after any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and on or prior to the subsequent next succeeding Interest Payment DateDate (except in the case of Securities or portions thereof which are called for redemption on a redemption date within such period), the Holder will be entitled to receive the interest payable on the subsequent such Interest Payment Date shall be payable notwithstanding such conversion, and such interest shall be paid to the person in whose name that Security is registered at the close of business on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Record Date. Except as otherwise provided in the immediately preceding sentence, in the case no payment or adjustment shall be made upon any conversion on account of any Convertible Debenture which is convertedinterest accrued on the Securities surrendered for conversion or on account of any dividends or distributions on the Conversion Shares issued upon conversion. No fractions of shares or scrip representing fractions of shares will be issued or delivered on conversion, but instead of any fractional interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, pay a cash adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph Indenture. All In case of Section 307 and this paragraph) be paid to any consolidation with, or merger of the Company upon into, any other corporation, or in case of any merger of another corporation into the Company Request or(other than a merger which does not result in any reclassification, if then held by conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or in case of any sale or transfer of all or substantially all of the assets of the Company, shall be discharged from upon consummation of such trusttransaction this Security shall, without consent of the holder, automatically become convertible only into the kind and amount of securities, cash or other assets which the holder of the Security would have owned immediately after the consolidation, merger, sale or transfer if the holder had converted the Security at the conversion price in effect immediately before the effective date of the transaction. Reference is made to the Indenture for a full description of the rights of holders and obligations of the Company, and the limitations thereon, to convert this Security.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at (a) At any time while any portion of the principal or the interest of this Note is outstanding, the Payee may give the Maker written notice (the “Payee Notice”) of its intention to convert all or any portion of the outstanding principal and/or accrued but unpaid interest on or before 5:00 p.m. (New York City time) this Note into shares of the Maker’s Common Stock based on the Business Day conversion rate as described below (the “Conversion Rate”). Upon receipt of the Payee’s Notice, the Maker shall immediately preceding cause certificates dated the Payee Notice date and representing these shares to be delivered to Payee within 20 days of, and payment shall be deemed to have been made on, the date of repayment the Payee Notice. (b) The Conversion Rate shall initially be equal to $0.15 per share. (c) If Maker or its controlling stockholders enter into a definitive agreement relating to the sale, license or other disposition of such Convertible Debentures, whether at maturity all or upon redemption (either at the option substantially all of the Company Maker’s assets, the sale or pursuant to exchange of a Tax Eventmajority of the voting stock of Maker or the merger or consolidation of Maker into or with another entity (a “Sale Transaction”), to convert then, from and after the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock Sale Transaction, the Conversion Rate shall be the lesser of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as Conversion Rate set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing 3(b) or the principal amount per-share price as computed pursuant to the terms of the Convertible Debenture converted by definitive agreement; provided, however, that if the conversion price in effect on Sale Transaction is ultimately not consummated (whether upon termination or abandonment of the definitive agreement or otherwise), then from and after the date the Maker gives Payee notice thereof, the provisions of this subsection (c) shall be come inapplicable (unless and until Maker or its controlling stockholders enter into a different definitive agreement relating to a Sale Transaction, whereupon, each time, this subsection will again become applicable. (d) The Conversion Date. No fractional shares will Rate (and, as applicable, the factors above used to compute it) shall be issued upon conversion but a cash adjustment will be made adjusted proportionally for any fractional interest. The outstanding principal amount subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun or affecting Maker’s Common Stock. To convert In case of any consolidation or merger to which the Maker is a Convertible Debentureparty other than a merger or consolidation in which the Maker is the continuing corporation, a Holder must (i) complete and sign a conversion notice or in case of any sale or conveyance to another corporation of the property of the Maker as an entirety or substantially in the form attached heretoas an entirety, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Maker), then instead of receiving shares of Maker’s Common Stock, Payee shall have the right thereafter to receive the kind and amount of shares of stock and other securities and property which is convertedthe Payee would have owned or have been entitled to receive immediately after such consolidation, interest whose Stated Maturity is after merger, statutory exchange, sale or conveyance had the same portion of this Note been paid or converted immediately prior to the effective date of conversion such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance provisions set forth in this Section with respect to accrued but unpaid interest (including Additional Paymentsthe rights and interests thereafter of the Payee, if any) on to the Convertible Debentures being convertedend that the provisions set forth in this Section shall thereafter correspondingly be made applicable, which shall be deemed to be paid as nearly as may reasonably be, in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject relation to any right shares of stock and other securities and property thereafter deliverable in connection with this Note. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.” b. Section 3(f) to each of the Holder March 2005 Notes is hereby deleted in its entirety. c. The following new subsection (g) is added to Section 6 of such Convertible Debenture each of the March 2005 Notes: “The Maker uses any of the net proceeds from the sale of Maker’s securities under the Fourth Purchase Agreement to pay all or any Predecessor Security part of the unpaid wages, bonuses or other cash compensation due for services rendered to receive interest as provided in the last paragraph Maker prior to calendar year 2006 to any current or former employee of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustor Maker otherwise fails to materially comply with any covenants or agreements of Maker contained in the Fourth Purchase Agreement.”

Conversion. The Holder Upon satisfaction of any Convertible Debenture has the rightconditions set forth in Section 4.1 of the Indenture, exercisable at any time on or before prior to 5:00 p.m. (p.m., New York City time) time on the Business Day immediately preceding the date May 1, 2022, a Holder of repayment of a Note may convert such Convertible DebenturesNote into cash and, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)if applicable, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company in accordance with the provisions of Section 4.15 of the Indenture; PROVIDED, HOWEVER, that if such Note is called for redemption, the conversion right will terminate at an 5:00 p.m., New York City time on the day that is two Business Days before the redemption date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at 5:00 p.m., New York City time on the date such default is cured and such Note is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 32.26 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth described in Section 1303 and 1304the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion DateUpon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion current market price (as defined in the Indenture) of the principal amount thereof converted into shares Common Stock on the last trading day prior to the date of Sun Common Stockconversion. To convert a Convertible DebentureNote, a Holder must (ia) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (ivd) pay any transfer or similar tax, if requiredrequired and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Notice of Conversion is delivered on or after Holder surrenders a Note for conversion between the Regular Record Date for the payment of an installment of interest and prior to the subsequent next Interest Payment Date, the Holder will Note must be entitled accompanied by payment of an amount equal to receive the interest payable on the subsequent such Interest Payment Date on the principal amount of the Note or portion of Convertible Debentures to thereof then converted; PROVIDED, HOWEVER, that no such payment shall be converted notwithstanding required if such Note has been called for redemption on a redemption date within the conversion thereof prior to period between and including such Record Date and such Interest Payment Date, or if such Note is surrendered for conversion on the Interest Payment Date. Except as otherwise provided A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder has delivered a Purchase Notice or a Repurchase Notice exercising the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion option of such Convertible Debenture shall not be payable, and Holder to require the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of repurchase such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest Note as provided in Section 3.9(b) or Section 3.10, respectively, of the last paragraph Indenture may be converted only if such notice of Section 307 exercise is withdrawn as provided above and this paragraph) be paid to in accordance with the Company upon Company Request or, if then held by terms of the Company, shall be discharged from such trustIndenture.

Conversion. The Holder On the Conversion Date, each share of any Series A Convertible Debenture has Preferred Stock shall automatically be converted into the rightright to receive shares of common stock, exercisable at any time on or before 5:00 p.m. par value $.01 per share, of the Corporation (New York City time) "Common Stock"), on the Business Day immediately preceding terms and conditions set forth in this Section 7. (a) Subject to the date provisions for adjustment hereinafter set forth, each share of repayment Series A Convertible Preferred Stock shall be converted into the right to receive a number of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock equal to the "Conversion Ratio," which shall initially be equal to one (1) and which shall be subject to adjustment as provided in this Section 7. (b) The Conversion Ratio shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall at any time or from time to time declare a dividend, or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock or subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares or combine or reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then, and in each such case, the Conversion Ratio shall be adjusted to equal the number determined by multiplying (A) the Conversion Ratio immediately prior to such adjustment by (B) a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision or reclassification, and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision or reclassification. An adjustment made pursuant to this clause (i) shall become effective (A) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (B) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. (ii) In case the Corporation shall at any time or from time to time declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities, cash or other property or rights or warrants to subscribe for securities of the Company at an initial conversion rate Corporation or any of 1.2419 its Subsidiaries by way of dividend or spinoff, but excluding regular ordinary cash dividends as may be declared from time to time by the Corporation) on its Common Stock, other than shares of Sun Common Stock which are referred to in clause (i) of this paragraph (b), then, and in each such case, the Conversion Ratio shall be adjusted to equal the number determined by multiplying (A) the Conversion Ratio immediately prior to the record date fixed for each $25 in aggregate principal amount the determination of Convertible Debentures stockholders entitled to receive such dividend or distribution by (equal to B) a conversion price fraction, the numerator of $20.13 which shall be the Current Market Price per share of Sun Common StockStock on the last Trading Day on which purchasers of Common Stock in regular way trading would be entitled to receive such dividend or distribution and the denominator of which shall be the Current Market Price per share of Common Stock on the first Trading Day on which purchasers of Common Stock in regular way trading would not be entitled to receive such dividend or distribution (the "Ex-dividend Date"); provided that the fraction determined by the foregoing clause (B) shall not be less than 1. An adjustment made pursuant to this clause (ii) shall be effective at the close of business on the Ex-dividend Date. If the Corporation completes a tender offer or otherwise repurchases shares of Common Stock in a single transaction or a related series of transactions, provided such tender offer or offer to repurchase is open to all or substantially all holders of Common Stock (not including open market or other selective repurchase programs), subject the Conversion Ratio shall be adjusted as though (A) the Corporation had effected a reverse split of the Common Stock to reduce the number of shares of Common Stock outstanding from (x) the number outstanding immediately prior to the completion of the tender offer or to the first repurchase for which the adjustment is being made to (y) the number outstanding immediately after the completion of the tender offer or the last repurchase for which the adjustment is being made and (B) the Corporation had paid a dividend on the Common Stock outstanding immediately after completion of the tender offer or of the last repurchase for which the adjustment is being made in an aggregate amount equal to the aggregate consideration paid by the Corporation pursuant to the tender offer or repurchases for which the adjustment is being made. In applying the first two sentences of this Section 7(b)(ii) to the event described in the clause (B) of the preceding sentence, the Current Market Price of the Common Stock on the date of the closing of any such tender offer or on the date of the last repurchase shall be taken as the value of the Common Stock on the Ex-Dividend Date, and the value of the Common Stock on the day preceding the Ex-Dividend Date shall be assumed to be equal to the sum of (x) the value on the Ex-Dividend Date and (y) the per share amount of the dividend described in such clause (B). In the event that any of the consideration paid by the Corporation in any tender offer or repurchase to which this Section 7(b)(ii) applies is in a form other than cash, the value of such consideration shall be determined by an independent investment banking firm of nationally recognized standing to be selected by the Board of Directors of the Corporation. (iii) In case at any time the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Corporation's assets, liquidation or recapitalization (other than solely a change in the par value of equity securities) of the Common Stock and excluding any transaction to which clause (i) or (ii) of this paragraph (b) applies) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Corporation or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being herein called the "Transaction," the date of consummation of the Transaction being herein called the "Consummation Date", and the Corporation (in the case of a recapitalization of the Common Stock to which this clause (iii) applies or any other such transaction in which the Corporation retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "Acquiring Company"), then, as a condition of the consummation of the Transaction, the Corporation shall, as determined in good faith by its Board of Directors based on advice as agreed to by two investment banking firms of nationally recognized standing, one selected by the Corporation and one selected by USA Networks, Inc. ("USA Networks") (or any successor stockholder of the Corporation holding a majority of the voting power thereof), provide (as evidenced by a resolution of the Board of Directors) for the shares of Series A Convertible Preferred Stock outstanding at the Consummation Date to be exchanged, without any vote of the holders of the Series A Convertible Preferred Stock, for such other common stock or other securities, or cash or property as equitably reflects the fair market value of a share of Series A Convertible Preferred Stock at such Consummation Date, taking into account all relevant factors, in the absence of the Transaction; provided, however, that if the two investment banking firms referred to in this sentence are unable to agree on such fair market value, then such firms shall select a third investment banking firm of nationally recognized standing which shall then render such advice to the Board of Directors; and provided, further, that in the event that at the time the Corporation becomes a party to a Transaction there is no shareholder holding a majority of the voting power of the Corporation, the Corporation shall choose a single investment banking firm of national standing to render the advice as to fair market value contemplated by this Section 7(b)(iii). (iv) Subject to Section 7(b)(iii), at the opening of business on the Conversion Date, the Conversion Ratio shall be adjusted to equal the number determined by multiplying (A) the Conversion Ratio immediately prior to such adjustment by (B) the Final Adjustment Factor. All calculations under certain circumstances this paragraph (b) shall be made to the nearest one ten-thousandth of a share. (c) If any adjustment (other than the adjustment provided in paragraph (b)(iv)) in the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock may be converted required pursuant to this Section 7 would result in an increase or decrease of less than 1% in the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock is then convertible, the amount of any such adjustment shall be carried forward and adjustment with respect thereto shall be made at the earlier of (i) the time of and together with any subsequent adjustment, which, together with such amount and any other amount or amounts so carried forward, shall aggregate at least 1% of the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock is then convertible or (ii) the opening of business on the Conversion Date. (d) The Board of Directors may at its option increase the number of shares of Common Stock into which each share of Series A Convertible Preferred Stock may be converted, in addition to the adjustments required by this Section 7, as shall be determined by it (as evidenced by a resolution of the Board of Directors) to be advisable in order to avoid or diminish any income deemed to be received by any holder for federal income tax purposes of shares of Common Stock or Series A Convertible Preferred Stock resulting from any events or occurrences giving rise to adjustments pursuant to this Section 7 or from any other similar event. (e) The holder of any shares of Series A Convertible Preferred Stock may exercise his right to receive in respect of such shares the shares of Common Stock or other property or securities, as the case may be, to which such holder has become entitled by surrendering for such purpose to the Corporation, at its principal office or at such other office or agency maintained by the Corporation for that purpose, a certificate or certificates representing the shares of Series A Convertible Preferred Stock to be converted accompanied by such other customary documents as are necessary to effect the conversion and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock or other property or securities as the case may be, to which such holder has become entitled to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock or other property or securities as the case may be, to which such holder has become entitled in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock or other property or securities, as the case may be, to which such holder has become entitled on conversion of Series A Convertible Preferred Stock pursuant hereto. As promptly as practicable, and in any event within five business days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Corporation that such taxes have been paid), the Corporation shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of Series A Convertible Preferred Stock so converted shall be entitled or other property or services as the case may be, to which such holder has become entitled. (f) From and after the Conversion Date or the Redemption Date, a holder of shares of Series A Convertible Preferred Stock shall have no voting or other rights, other than the right to receive upon delivery of the certificate or certificates evidencing shares of Series A Convertible Preferred Stock as provided by paragraph 7(e), the securities or property described in Section 7, if any, or the redemption price as set forth in Section 1303 4, as applicable. (g) In connection with the conversion of any shares of Series A Convertible Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Current Market Price per share of Common Stock on the day on which such shares of Series A Convertible Preferred Stock are deemed to have been converted. (h) The Corporation shall at all times reserve and 1304. The keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, such number of shares issuable upon of Common Stock as shall from time to time be sufficient to effect the conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The all then outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.Series A

Conversion. The Holder Subject to and upon compliance with the provisions of any Convertible Debenture the Indenture, the registered holder of this Note has the right, exercisable right at any time on or before 5:00 p.m. (New York City time) the close of business on the Business Day immediately preceding last trading day prior to the date Maturity Date (or in case this Note or any portion hereof is subject to a duly completed election for repurchase, on or before the close of repayment business on the Designated Event Offer Termination Date (unless the Company defaults in payment due upon repurchase)) to convert each $1,000 principal amount of such Convertible Debentures, whether at maturity or upon redemption (either at the option notes into 66.5589 shares of common stock of the Company or pursuant to a Tax Event("Common Stock"), as adjusted from time to convert time as provided in the principal amount thereof Indenture, including with respect to the Make Whole Premium (or any portion thereof that is an integral multiple the "Conversion Rate"), upon surrender of $25) into fully paid and nonassessable shares of Sun Common Stock of this Note to the Company at an initial the office or agency maintained for such purpose (and at such other offices or agencies designated for such purpose by the Company), accompanied by written notice of conversion rate of 1.2419 duly executed (and if the shares of Sun Common Stock for each $25 to be issued on conversion are to be issued in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount any name other than that of the Convertible Debenture converted registered holder of this Note by instruments of transfer, in form satisfactory to the Company, duly executed by the conversion price registered holder or its duly authorized attorney) and, in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will case such surrender shall be made for any fractional interest. The outstanding principal amount during the period from the close of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered business on or after the Regular Record Date and prior to immediately preceding any Interest Payment Date through the subsequent close of business on the last trading day immediately preceding such Interest Payment Date, also accompanied by payment, in funds acceptable to the Holder will be entitled Company, of an amount equal to receive the interest interest, otherwise payable on the subsequent such Interest Payment Date on the portion principal amount of Convertible Debentures this Note then being converted, provided, however, that no such payment need be made if the Notes are surrendered for conversion on or after the final Regular Record Date. Subject to be converted notwithstanding the aforesaid requirement for a payment in the event of conversion thereof prior to such after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for interest accrued hereon or for dividends on Common Stock delivered on conversion. Except as otherwise provided in The right to convert this Note is subject to the immediately preceding sentence, provisions of the Indenture relating to conversion rights in the case of certain consolidations, mergers, or sales or transfers of substantially all the Company's assets. The Company shall not issue fractional shares or scrip representing fractions of shares of Common Stock upon any Convertible Debenture which is convertedsuch conversion, interest whose Stated Maturity is after but shall make an adjustment therefore in cash based upon the current market price of the Common Stock on the last trading day prior to the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustconversion.

Conversion. The Holder Each share of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. Class B Common Stock issued and outstanding shall be converted into one and one-half (New York City time1.5) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Class A Common Stock as of 5:00 p.m. Pacific Time on the date of the Company at an initial conversion rate Conversion Event (the "Effective Date"). On the Effective Date the holders of 1.2419 Class B Common Stock shall be deemed to have become a holder of record of the Class A Common Stock into which his Class B Common Stock was convertible. On the Effective Date, (i) the shares of Sun Class B Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture be converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Class A Common Stock. To convert a Convertible Debenture, a Holder must (i) complete Stock without any further action by the holder of such shares and sign a conversion notice substantially in whether or not the form attached heretocertificates representing such shares of Class B Common Stock are surrendered to the Corporation or its transfer agent, (ii) surrender the Convertible Debenture to a Conversion Agent, shares of Class B Common Stock represented thereby shall no longer be deemed outstanding and (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent right to receive distributions thereon shall cease to accrue and (iv) pay any transfer or similar taxall rights with respect to the shares of Class B Common Stock so converted shall forthwith cease except only the right of the holder thereof to receive shares of Class A Common Stock upon conversion and to receive distributions, if required. If any, previously declared and to which the holder is entitled as a Notice holder of Conversion is delivered record on or after the Regular Record Date and a date prior to the subsequent Interest Payment Effective Date. Upon the conversion of shares of Class B Common Stock, the Holder holder of such shares of Class B Common Stock shall surrender the certificates representing such shares of Class B Common Stock at the principal office of the Corporation or of any transfer agent for the Class A Common Stock. Thereupon, there shall be issued and delivered, to or in accordance with the instructions of such holder, a new certificate or certificates for the number of shares of Class A Common Stock into which the shares of Class B Common Stock surrendered were converted; provided, however, that until such exchange, the certificates representing the shares of Class B Common Stock so converted shall be deemed on and after the Conversion Date to represent the shares of Class A Common Stock into which such shares of Class B Common Stock were converted. The Corporation will be entitled not, by amendment to receive the interest payable on the subsequent Interest Payment Date on the portion its Articles of Convertible Debentures Incorporation or through any merger, consolidation or reorganization, recapitalization, dissolution, issue or sale of assets or securities or any other voluntary action, impair or seek to be converted notwithstanding impair the conversion thereof prior to such Interest Payment Date. Except as otherwise provided rights of the holders of the Class B Common Stock, but will at all times in good faith assist in the immediately preceding sentence, carrying out of all the provisions of this Article FOURTH and in the case taking of any Convertible Debenture which is convertedall such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Class B Common Stock against impairment. The Corporation shall at all times reserve and keep available, interest whose Stated Maturity is after out of its authorized but unissued shares of Class A Common Stock and solely for the date purpose of effecting the conversion of the Class B Common Stock, such Convertible Debenture number of its shares of Class A Common Stock as shall be issuable upon the conversion of all outstanding shares of Class B Common Stock. Shares of Class B Common Stock that have been converted into shares of Class A Common Stock pursuant to the provisions hereof shall, after such conversion, be cancelled and shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustreissued.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the rightlimitations set forth in this Section, exercisable shall have the right at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option after 90 days of the Company or pursuant to a Tax Event)Closing Date, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the principal amount thereof converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 0.8140 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of approximately $20.13 61.425 per share $50 principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Subordinated Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such written notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities on or following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or allowance with respect to not in arrears accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedTrust Securities surrendered for conversion, which or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the Conversion Expiration Date. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints The First National Bank of Chicago not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Subordinated Debt Trustee. (v) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Declaration or otherwise required of the Property Trustee or with the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.

Conversion. The Holder (a) Each Stockholder that holds any Company Convertible Preferred Stock shall take all steps necessary, including the submission, concurrently with the execution and delivery of this Agreement, to the Company of the Optional Conversion Notice (as defined in the Certificate of Designations) in the form of Exhibit A to this Agreement, to convert all of such Stockholder’s Company Convertible Preferred Stock (whether New Shares or Existing Shares), including all in-kind dividends that have accrued thereon through the date of such conversion, into Company Common Stock at the Conversion Price (as defined in the Certificate of Designations), with such conversion to be effective as of no later than immediately before (and subject to the occurrence of) the Effective Time, so that such Stockholder shall not hold any Company Convertible Preferred Stock (or have any accrued dividends relating thereto or any further rights to the accrual of any dividends relating thereto) from or after the Effective Time and so that the Company Common Stock into which such Convertible Debenture has Preferred Stock converts (including all in-kind dividends that have accrued thereon through the rightdate of such conversion) may be converted into the right to receive the merger consideration on and subject to the terms of the Merger Agreement. The Company hereby confirms that it will accept such Optional Conversion Notice set forth in Exhibit A promptly upon its completion, exercisable execution and delivery to the Company, on and subject to the terms and conditions set forth therein. Notwithstanding anything herein to the contrary, if any share of Company Convertible Preferred Stock outstanding immediately prior to the Effective Time would be entitled to be exchanged for a Fundamental Change Repurchase Price (as defined in the Certificate of Designations) as a result of the consummation of the Merger (it being agreed herein that the consummation of the Merger would constitute a Fundamental Change (as defined in the Certificate of Designations)) that exceeds the amount into which the shares of Company Common Stock, into which such share of Company Convertible Preferred Stock would convert pursuant to this Section 3.1 and Exhibit A, then the parties to this Agreement shall promptly amend this Agreement to provide for the repurchase, and cancelation, of such share of Company Convertible Preferred Stock by the Company immediately before the Effective Time in exchange for the payment, by wire transfer of immediately available funds, of the applicable Fundamental Change Repurchase Price. (b) Notwithstanding anything herein to the contrary, this Agreement permits any Stockholder to convert such Stockholder’s Company Convertible Preferred Stock (whether New Shares or Existing Shares) (including all in-kind dividends that have accrued thereon through the date of such conversion) into Company Common Stock in accordance with the Certificate of Designations at any time before the Effective Time. (c) Any Shares delivered to the Stockholders upon conversion pursuant to this Section 3.1 shall be delivered on or before 5:00 p.m. and subject to the applicable terms and conditions set forth in the Certificate of Designations, as well as the securities purchase agreements and registration rights agreements between the Company and such Stockholder, as such agreements have been amended and “made available” (New York City timeas such term is used in the Merger Agreement) on the Business Day immediately preceding to Parent prior to the date of repayment this Agreement. It is understood that, notwithstanding any applicable legends or securities law or other restrictions on transferability, all shares of Company Common Stock, into which shares of Company Convertible Preferred Stock (including all in-kind dividends that have accrued thereon through the date of such Convertible Debenturesconversion) have been converted as provided in Exhibit A and this Section 3.1, whether at maturity or upon redemption (either at shall be treated in the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable Merger as outstanding shares of Sun Company Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled right to receive the interest payable merger consideration on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right the terms of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustMerger Agreement.

Conversion. (a) The Holder Principal Amount of any Convertible Debenture has the right, exercisable this Note shall be convertible at any time on and from time to time, in whole or before 5:00 p.m. in part (New York City timesuch amount, the "CONVERTIBLE AMOUNT") on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant Holder hereof and upon notice to a Tax Event)the Issuer as set forth below, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares Common Shares at the Conversion Rate (as defined below). The initial conversion price per Common Share will be [80% of Sun the Daily Price per Common Stock Share for the ten (10) consecutive trading days immediately preceding the two consecutive trading days immediately prior to the day of the Company Shareholder Meeting (as defined in the Securities Purchase Agreement)] and shall be subject to adjustment as provided for herein (the "CONVERSION PRICE"). The number of Common Shares deliverable upon conversion of each $1,000 Convertible Amount of the Notes, adjusted as hereinafter provided, is referred to herein as the "CONVERSION RATE". The initial Conversion Rate shall be equal to the quotient resulting from dividing $1000 by the Conversion Price. (b) The Conversion Price (and the corresponding Conversion Rate) shall be subject to adjustment from time to time as follows: (i) In case the Issuer shall at an initial any time (A) pay a dividend in Common Shares or make a distribution in Common Shares, (B) subdivide or split its outstanding Common Shares, (C) combine or reclassify its outstanding Common Shares into a smaller number of Common Shares, (D) issue by reclassification of its Common Shares other securities of the Issuer (including any such reclassification in connection with a consolidation or merger in which the Issuer is the continuing corporation), or (E) consolidate with, or merge with or into, any other Person, then in each such case the Conversion Rate in effect at the time of the record date for any such dividend or distribution or of the effective date of any such subdivision, split, combination, consolidation, merger or reclassification shall be proportionately adjusted so that the conversion rate of 1.2419 the Note after such time shall entitle the Holder to receive the kind and aggregate number of Common Shares or other securities of the Issuer (or shares of Sun any security into which such Common Stock Shares have been combined, consolidated, merged, converted or reclassified pursuant to clause (C), (D), or (E) above) which, if this Note had been converted immediately prior to such time, such Holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, distribution, subdivision, split, combination, consolidation, merger or reclassification, assuming for purposes of this subsection 7.1(b)(i) that such Holder (x) is not a Person with which the Issuer consolidated or into which the Issuer merged or which merged into the Issuer or to which such recapitalization, sale or transfer was made, as the case may be ("CONSTITUENT PERSON") and (y) failed to exercise any rights of election as to the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer (PROVIDED, that if the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer is not the same for each $25 Common Share of the Issuer held immediately prior to such reclassification, change, consolidation, merger, recapitalization, sale or transfer by other than a constituent person and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of this Section 7.1(b)(i) the kind and amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger, recapitalization, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such adjustment shall be made successively whenever any event listed above shall occur. (ii) In case the Issuer shall issue or sell any Common Shares (other than Common Shares issued (1) pursuant to the Issuer's non-qualified stock option plans for officers, directors or key employees, or pursuant to any similar Common Share related employee compensation plan of the Issuer approved by the Issuer's Board of Directors, (2) in connection with a merger or consolidation with or other acquisition of, another Person or the acquisition of the assets of another Person, other than any such transaction that constitutes a Change in Control Liquidation Event (as such term is defined in the Issuer's Amended and Restated Articles of Incorporation) or (3) upon exercise or conversion of any security the issuance of which caused an adjustment under Section 7.1(b)(iii) or (iv) hereof) without consideration or for a consideration per share less than the Conversion Price (the "ISSUE PRICE"), the Conversion Price to be in effect after such issuance or sale shall be determined by multiplying the Conversion Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of (x) the number of Common Shares outstanding immediately prior to the time of such issuance or sale multiplied by the Issue Price and (y) the aggregate consideration, if any, to be received by the Issuer upon such issuance or sale, and the denominator of which shall be the product of the aggregate number of Common Shares outstanding immediately after such issuance or sale and the Conversion Price. In case any portion of the consideration to be received by the Issuer shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined by the Board of Directors of the Issuer; provided that if Holders of 50% or more of the outstanding aggregate principal amount of Convertible Debentures the Notes shall object to any such determination, the Board of Directors of the Issuer shall retain an independent appraiser reasonably satisfactory to a majority of such Holders to determine such fair market value. Such Holders shall be notified promptly of any consideration other than cash to be received by the Issuer and furnished with a description of the consideration and the fair market value thereof, as determined by the Board of Directors of the Issuer. (equal iii) In case the Issuer shall fix a record date for the issuance of rights, options or warrants to the holders of Common Shares or other securities entitling such holders to subscribe for or purchase for a period expiring within 60 days of such record date Common Shares (or securities convertible into Common Shares) at a price per Common Share (or having a conversion price per Common Share, if a security convertible into Common Shares) less than the Conversion Price on such record date, the maximum number of $20.13 per share Common Shares issuable upon exercise of Sun such rights, options or warrants (or conversion of such convertible securities) shall be deemed to have been issued and outstanding as of such record date and the Conversion Price shall be adjusted pursuant to paragraph (b)(ii) hereof, as though such maximum number of Common Stock)Shares had been so issued for an aggregate consideration payable by the holders of such rights, subject options, warrants or convertible securities prior to adjustment under certain circumstances their receipt of such Common Shares. In case any portion of such consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in Section 1303 7(b)(ii) hereof. Such adjustment shall be made successively whenever such record date is fixed; and 1304. The in the event that such rights, options or warrants are not so issued or expire unexercised, or in the event of a change in the number of shares issuable upon conversion Common Shares to which the holders of a Convertible Debenture is determined by dividing such rights, options or warrants are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this Section 7(b)), the principal amount of Conversion Price shall again be adjusted to be the Convertible Debenture converted by the conversion price Conversion Price which would then be in effect on if such record date had not been fixed, in the former event, or the Conversion Date. No fractional shares will Price which would then be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount in effect if such holder had initially been entitled to such changed number of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible DebentureShares, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and latter event. (iv) pay any transfer In case the Issuer shall issue rights, options (other than options issued pursuant to a plan described in Section 7(b)(ii)) or similar taxwarrants entitling the holders thereof to subscribe for or purchase Common Shares (or securities convertible into Common Shares) or shall issue convertible securities, if required. If a Notice and the price per Common Share of Conversion is delivered on such rights, options, warrants or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentenceconvertible securities (including, in the case of any Convertible Debenture rights, options or warrants, the price at which they may be exercised) is convertedless than the Conversion Price, interest whose Stated Maturity is after the maximum number of Common Shares issuable upon exercise of such rights, options or warrants or upon conversion of such convertible securities shall be deemed to have been issued and outstanding as of the date of conversion of such Convertible Debenture shall not be payablesale or issuance, and the Company Conversion Price shall be adjusted pursuant to Section 7(b)(ii) hereof as though such maximum number of Common Shares had been so issued for an aggregate consideration equal to the aggregate consideration paid for such rights, options, warrants or convertible securities and the aggregate consideration payable by the holders of such rights, options, warrants or convertible securities prior to their receipt of such Common Shares. In case any portion of such consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in Section 7(b)(ii) hereof. Such adjustment shall be made successively whenever such rights, options, warrants or convertible securities are issued; and in the event that such rights, options or warrants expire unexercised, or in the event of a change in the number of Common Shares to which the holders of such rights, options, warrants or convertible securities are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this Section 7(b)), the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such rights, options, warrants or convertible securities had not make nor been issued, in the former event, or the Conversion Price which would then be required in effect if such holders had initially been entitled to make such changed number of Common Shares, in the latter event. No adjustment of the Conversion Price shall be made pursuant to this Section 7(b)(iv) to the extent that the Conversion Price shall have been adjusted pursuant to Section 7(b)(iii) upon the setting of any other paymentrecord date relating to such rights, options, warrants or convertible securities and such adjustment fully reflects the number of Common Shares to which the holders of such rights, options, warrants or allowance with respect convertible securities are entitled and the price payable therefor. (v) In case the Issuer shall fix a record date for the making of a dividend or distribution to accrued but unpaid interest holders of Common Shares (including Additional Paymentsany such distribution made in connection with a consolidation or merger in which the Issuer is the continuing corporation) of evidences of indebtedness, if anycash, assets or other property (other than dividends payable in Common Shares or rights, options or warrants referred to in, and for which an adjustment is made pursuant to, Section 7(b)(iii) hereof), the Conversion Price to be in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price Per Common Share (as defined below) on such record date, less the Convertible Debentures being convertedfair market value (determined as set forth in Section 7(b)(ii) hereof) of the portion of the cash, assets, other property or evidence of indebtedness so to be distributed which is applicable to one Common Share, and the denominator of which shall be such Current Market Price Per Common Share. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. (vi) For the purpose of any computation under Section 8(b) hereof, on any determination date, the "CURRENT MARKET PRICE PER COMMON SHARE" shall be deemed to be paid in fullthe average (weighted by daily trading volume) of the Daily Prices (as defined below) per Common Share for the 20 consecutive trading days immediately prior to such date. "DAILY PRICE" means (1) if the Common Shares then are listed and traded on the New York Stock Exchange, Inc. ("NYSE"), the closing price per share on such day as reported on the NYSE Composite Transactions Tape; (2) if the Common Shares then are not listed and traded on the NYSE, the closing price per share on such day as reported by the principal national securities exchange on which the shares are listed and traded; (3) if the Common Shares then are not listed and traded on any such securities exchange, the last reported sale price per share on such day on the NASDAQ National Market; or (4) if the shares of such class of Common Shares then are not traded on the NASDAQ Stock Market, the average of the highest reported bid and lowest reported asked price per share on such day as reported by NASDAQ. If on any Convertible Debenture called for redemption is converteddetermination date the Common Shares are not quoted by any such organization, the Current Market Price Per Common Share shall be the fair market value per share of such shares on such determination date as determined by the Board of Directors of the Issuer. If Holders of 50% or more of the outstanding aggregate principal amount of the Notes shall object to any money deposited with determination by the Trustee Board of Directors of the Issuer of the Current Market Price Per Common Share, the Current Market Price Per Common Share shall be the fair market value per Common Share as determined by an independent appraiser retained by the Issuer at its expense and reasonably acceptable to such Holders. For purposes of any computation under this Section 7(b), the number of Common Shares outstanding at any given time shall not include shares owned or with any Paying Agent held by or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right account of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIssuer.

Conversion. The Holder (a) (i) Pursuant to the provisions of any Convertible Debenture has the Series C Designation, the holders of shares of Series C Preferred Stock have the right, exercisable at any time on in whole and from time to time in part, at such holders’ option, to convert any or before 5:00 p.m. all outstanding shares (New York City timeand fractional shares) of Series C Preferred Stock held by such holders into fully paid and non-assessable shares of Class A Common Stock. Upon the exercise by any holder of Series C Preferred Stock of its conversion option, a proportional amount, based on the Business Day percentage of each series of shares outstanding, of the Series D Preferred Stock shall automatically convert into fully paid and non-assessable shares of Class A Common Stock, subject to the provisions of this Section 8. At any time and from time to time the outstanding shares of Series C Preferred Stock and Series D Preferred Stock taken together shall be convertible into a number of shares of Class A Common Stock (the “Aggregate Conversion Shares”) equal to the aggregate Liquidation Preferences of the shares of the Series C Preferred Stock and the Series D Preferred Stock as set forth herein and in the Series C Designation as of the date of conversion divided by $17.00, subject to adjustment from time to time pursuant to paragraph 8(g) hereof (the “Conversion Price”). The Series D Preferred Stock outstanding as at any date shall be convertible into a number of shares of Class A Common Stock (the “Aggregate Series D Conversion Shares”) equal to .625 times the excess, if any, of (A) the Aggregate Conversion Shares over (B) the aggregate Preference Amounts (as defined in the Series C Designation) with respect to all outstanding shares of Series C Preferred Stock divided by the Net Realizable FMV of a share of Class A Common Stock at the time of conversion. Each share of Series D Preferred Stock being converted shall convert into a number of shares of Class A Common Stock equal to the Aggregate Series D Conversion Shares divided by the number of shares of Series D Preferred Stock then outstanding. Notwithstanding any call for redemption pursuant to Section 6(a), the holders’ right to convert shares so called for redemption shall terminate at the close of business on the date immediately preceding the date of repayment of fixed for such Convertible Debentures, whether at maturity or upon redemption (either at unless the option Corporation shall default in making payment of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable payable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustredemption.

Conversion. The Holder shares of Series A Preferred Stock are not convertible into or exchangeable for any Convertible Debenture has other property or securities of the Corporation, except as provided in this Section 9. (a) Upon the occurrence of a Change of Control involving the issuance of additional shares of Common Stock or other Change of Control transaction, in each case, approved by holders of Common Stock, each holder of shares of Series A Preferred Stock shall have the right, exercisable at any time on unless, prior to the Change of Control Conversion Date, the Corporation has provided or before 5:00 p.m. provides notice of its election to redeem the Series A Preferred Stock pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series A Preferred Stock held by such holder (New York City timethe “Change of Control Conversion Right”) on the Business Day immediately preceding the date Change of repayment Control Conversion Date into a number of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 Stock, per share of Sun Series A Preferred Stock to be converted (the “Common Stock), subject Stock Conversion Consideration”) equal to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number the lesser of shares issuable upon conversion of a Convertible Debenture is determined (A) the quotient obtained by dividing (i) the principal amount sum of (x) the Convertible Debenture $25,000 liquidation preference per share of Series A Preferred Stock to be converted by plus (y) the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by accrued and unpaid dividends to, but not including, the portion Change of Control Conversion Date (unless the principal amount thereof converted into shares Change of Sun Common Stock. To convert Control Conversion Date is after a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Dividend Record Date and prior to the subsequent Interest corresponding Dividend Payment Date, the Holder in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price and (B) 1,309 (the “Share Cap”), subject to the immediately succeeding paragraph. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split. In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the interest payable on Change of Control had such holder held a number of shares of Common Stock equal to the subsequent Interest Payment Date on Common Stock Conversion Consideration immediately prior to the portion effective time of Convertible Debentures the Change of Control (the “Alternative Conversion Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”). In the event that holders of Common Stock have the opportunity to elect the form of consideration to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided received in the immediately preceding sentenceChange of Control, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall Conversion Consideration will be deemed to be paid in full. If any Convertible Debenture called the kind and amount of consideration actually received by holders of a majority of the Common Stock that voted for redemption is convertedsuch an election (if electing between two types of consideration) or holders of a plurality of the Common Stock that voted for such an election (if electing between more than two types of consideration), any money deposited with as the Trustee or with any Paying Agent or so segregated case may be, and held in trust for the redemption of such Convertible Debenture shall (will be subject to any right limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided consideration payable in the last paragraph Change of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustControl.

Conversion. (a) The Holder of any Convertible Debenture has the rightLender, exercisable in its sole and absolute discretion, may at any time on convert the amounts then owing under this Note in accordance with this Section 3 (the "CONVERSION") by written notice to the Lender. Upon Conversion, the principal amount owing under this Note shall be converted into that number of fully paid and non-assessable shares of Common Stock of Borrower, which immediately following Conversion shall represent 10% (rounded up to the nearest whole share) of the sum of: (a) the number of shares of the Common Stock immediately following Conversion; and (b) the maximum number of shares of capital stock of Borrower which could be purchased upon exercise of Stock Equivalents of Borrower immediately following Conversion (regardless of whether such Stock Equivalents are then exercisable or before 5:00 p.m. (New York City time) convertible); PROVIDED that if less than 100% of the original principal amount of this Note is being converted, the number of shares of Common Stock of Borrower issuable upon Conversion shall be reduced proportionately based on the Business Day immediately preceding percentage of the original principal amount of this Note represented by the amount of this Note being converted. At Borrower's option the interest owing under this Note on the date of repayment of such Convertible Debentures, whether at maturity Conversion may be paid in cash or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible DebentureStock at the rate per share at which the principal is converted (rounded up to the nearest whole share). (b) Subject to Section 3(c) below, a Holder must within five days following the notice of Conversion, Borrower shall issue to Lender: (i) complete a certificate or certificates for the number of shares of Common Stock to which the Lender is entitled upon Conversion; and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required certification signed by the Security Registrar or Conversion Agent President and the Chief Financial Officer of Borrower that the proper number of shares shall have been issued to Lender. (ivc) pay any transfer or similar taxWithin ten days following the notice of Conversion, if required. If Borrower shall deliver to Lender a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after certificate dated the date of conversion such delivery certifying that the representations and warranties of Borrower set forth in the Stock Purchase Agreement are true and correct in all material respects on the delivery date with the same force and effect as though made on and as of the delivery date; PROVIDED that any such representation and warranty made as of a specified date shall only need to have been true on and as of such Convertible Debenture date; and PROVIDED FURTHER that such representations and warranties may be subject to matters, if any, set forth in a disclosure letter delivered by Borrower to Lender concurrently with the delivery of such certificate. Lender shall not be payable, have seven days after receipt of Borrower's certificate (and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Paymentsdisclosure letter, if any) on to rescind its Conversion by delivery of written rescission notice to Borrower. Upon delivery of such rescission notice, the Convertible Debentures being converted, which Conversion shall be deemed cancelled and this Note shall remain in full force and effect. Lender may exercise its Conversion rights hereunder following one or more rescissions of proposed Conversions (but not with respect to be any portion of the Note that has been paid in full. and with respect to which Lender did not exercise its conversion right following Borrower's Prepayment notice). (d) If any Convertible Debenture called for redemption is convertedBorrower delivers a notice to Lender of a partial Prepayment of this Note pursuant to Section 2, any money deposited Lender may at its election exercise its Conversion rights hereunder with respect to the Trustee entire amount owing under this Note or with any Paying Agent or so segregated and held in trust for the redemption portion of such Convertible Debenture shall amount that Borrower intends to prepay as stated in its Prepayment notice. (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraphe) be paid Notwithstanding anything contained herein to the Company upon Company Request orcontrary, Lender shall have no Conversion rights with respect to this Note if then held by Borrower terminates the Company, shall be discharged from such trust.Stock Purchase Agreement pursuant to Section 13.3(a)

Conversion. The A Holder of any Convertible a Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of may convert such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Debenture into fully paid and nonassessable shares of Sun Common Stock of the Company at an any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the close of business on the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion rate of 1.2419 shares of Sun Common Stock for each price is $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 21.25 per share of Sun Common Stock)share, subject to adjustment under certain circumstances as set forth in Section 1303 and 1304circumstances. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by paid in cash based upon the portion closing sale price of the principal amount thereof converted into shares of Sun Common StockStock on the last Trading Day prior to the Conversion Date. To convert a Convertible Debenture, a Holder must (ia) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iiib) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (ivd) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or Holder surrenders a Debenture for conversion after the Regular Record Date close of business on the record date for the payment of an installment of interest and prior to before the subsequent Interest Payment Dateclose of business on the related interest payment date then, the Holder will be entitled to receive notwithstanding such conversion, the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the payment date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed paid to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security on such record date. In such event, the A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to receive interest require the Company to purchase such Debenture may be converted only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the last paragraph terms of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustIndenture.

Conversion. The Holder (a) Subject to and upon compliance with the provisions of any Convertible Debenture has this Section 7, unless previously redeemed by the Corporation, the holders of shares of Series B Preferred Stock shall have the right, exercisable at such holders' option, at any time on or before 5:00 p.m. (New York City and from time to time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) such shares into fully paid and nonassessable non-assessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304Corporation. The number of shares of Common Stock issuable upon conversion of a Convertible Debenture is each share of Series B Preferred Stock shall be equal to $100.00 divided by the Conversion Price (as hereinafter defined) in effect at the time of conversion, determined by dividing as hereinafter provided. The price at which shares of Common Stock shall be delivered upon conversion (the principal amount "Conversion Price") shall initially be $7.00 (subject to the adjustments set out in this Section 7). The right to convert shares called for redemption pursuant to this Section 7 shall terminate at the close of business on the date fixed for such redemption unless the Corporation shall default in making payment of the Convertible Debenture converted by amount payable upon such redemption. (b) The holders of shares of Series B Preferred Stock at the close of business on a dividend payment record date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the conversion price thereof or the Corporation's default in effect payment of the dividend due on such Dividend Payment Date. However, shares of Series B Preferred Stock surrendered for conversion during the period between the close of business on any dividend payment record date and the opening of business on the Conversion corresponding Dividend Payment Date must be accompanied by payment of an amount equal to the dividend payable on such shares on such Dividend Payment Date. No fractional A holder of shares will be issued upon of Series B Preferred Stock on a dividend payment record date who (or whose transferee) surrenders any of such shares for conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common StockStock on a Dividend Payment Date will receive the dividend payable by the Corporation on such shares of Series B Preferred Stock on such date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of Series B Preferred Stock for conversion. To convert a Convertible DebentureExcept as provided above, a Holder must the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the shares of Common Stock issued upon such conversion. (i) complete In order to exercise the conversion privilege, the holders of each share of Series B Preferred Stock to be converted shall surrender the certificate representing such share at the office of the transfer agent for the Series B Preferred Stock, appointed for such purpose by the Corporation, with the Notice of Election to Convert on the back of said certificate 40 completed and sign a signed. Unless the shares of Common Stock issuable on conversion notice substantially are to be issued in the same name in which such share of Series B Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form attached heretosatisfactory to the Corporation, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required duly executed by the Security Registrar holder or Conversion Agent such holder's duly authorized attorney and (iv) an amount sufficient to pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or . (ii) As promptly as practicable after the Regular Record Date surrender of the certificates for shares of Series B Preferred Stock as aforesaid, the Corporation shall issue and shall deliver at such office to such holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section 7, and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in paragraph (d) of this Section 7. (iii) Each conversion shall be deemed to have been effected immediately prior to the subsequent Interest Payment Dateclose of business on the date on which the certificates for shares of Series B Preferred Stock shall have been surrendered and such notice 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, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, and such notice received by the Corporation. All shares of Common Stock delivered upon conversion of the Series B Preferred Stock will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights. (d) The Conversion Price in effect at any time and the number and kind of securities issuable upon the conversion of each share of Series B Preferred Stock shall be subject to adjustment from time to time upon the happening of certain events, as follows: (i) In the event that the Corporation shall make a PIK Dividend pursuant to Section 3 hereof after the third anniversary of the Date of Issuance, then the Conversion Price shall be reduced by five percent (5%); provided that a reduction in the Conversion Price pursuant to this subparagraph (i) shall be made only once. (ii) In case the Corporation shall hereafter (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock, (C) combine its outstanding Common Stock into a smaller number of shares, or (D) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), the Holder will Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the holder of any share of Series B Preferred Stock converted after such date shall be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion aggregate number and kind of Convertible Debentures to be shares of Common Stock which, if such share of Series B Preferred Stock had been 41 converted notwithstanding the conversion thereof immediately prior to such Interest Payment Date. Except as otherwise provided record date or effective date, he would have owned upon such conversion and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. (iii) In case the Corporation shall hereafter issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Conversion Price in effect on the record date with respect to such issuance, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the Conversion Price in effect immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after prior to the date of conversion such issuance, and of which the denominator shall be the number of shares of Common Stock outstanding on the record date for determination of the Stockholders entitled to receive such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are then convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately prior to the date of such Convertible Debenture issuance; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Conversion Price shall not be payablereadjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. (iv) In case the Corporation shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in subparagraph (ii) above) or rights or warrants (excluding those referred to in subparagraph (iii) above), then in each such case the Conversion Price in effect thereafter shall be determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction, of which the numerator shall be the total number of outstanding shares of Common Stock multiplied by the Conversion Price in effect immediately prior to the date of such distribution, less the then fair market value (as determined in good faith by the Corporation's Board of Directors, irrespective of the accounting treatment thereof, whose determination shall be described in a certified Board Resolution) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and of which the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which denominator shall be deemed the total number of outstanding shares of Common Stock multiplied by the Conversion Price in effect immediately prior to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption date of such Convertible Debenture distribution. Such adjustments shall (subject be made whenever any such distribution is made and shall become effective immediately prior to any right of the Holder date of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustdistribution.

Conversion. The Holder Subject to and upon compliance with the provisions of any the Indenture, the registered holder of this Convertible Debenture Subordinated Note has the right, exercisable right at any time on or before 5:00 p.m. (New York City time) the close of business on the Business last Trading Day immediately preceding prior to the date Maturity Date (or in case this Convertible Subordinated Note or any portion hereof is subject to a duly completed election for repurchase, on or before the close of repayment business on the Designated Event Offer Termination Date (unless the Company defaults in payment due upon repurchase or such holder elects to withdraw the submission of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant election to a Tax Event), repurchase ) to convert the principal amount thereof (hereof, or any portion thereof that of such principal amount which is $1,000 or an integral multiple thereof, into that number of $25) into fully paid and nonassessable non-assessable shares of Sun Common Stock common stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun “Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined ”) obtained by dividing the principal amount of the Convertible Debenture Subordinated Note or portion thereof to be converted by the conversion price of $11.31 per share, as adjusted from time to time as provided in effect on the Indenture (the “Conversion Date. No fractional Price”), upon surrender of this Convertible Subordinated Note to the Company at the office or agency maintained for such purpose (and at such other offices or agencies designated for such purpose by the Company), accompanied by written notice of conversion duly executed (and if the shares will of Common Stock to be issued upon on conversion but a cash adjustment will are to be issued in any name other than that of the registered holder of this Convertible Subordinated Note by instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or its duly authorized attorney) and, in case such surrender shall be made for any fractional interest. The outstanding principal amount during the period from the close of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered business on or after the Regular Record Date and prior to immediately preceding any Interest Payment Date through the subsequent close of business on the last Trading Day immediately preceding such Interest Payment Date, also accompanied by payment, in funds acceptable to the Holder will be entitled Company, of an amount equal to receive the interest otherwise payable on the subsequent such Interest Payment Date on the portion principal amount of this Convertible Debentures Subordinated Note then being converted, provided, however, that any such payment may be reduced by the amount of any existing payment default with respect to be converted notwithstanding this Convertible Subordinated Note. Subject to the aforesaid requirement for a payment in the event of conversion thereof prior to such after the close of business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment shall be made on conversion for interest or Liquidated Damages accrued hereon or for dividends on Common Stock delivered on conversion. Except as otherwise provided in The right to convert this Convertible Subordinated Note is subject to the immediately preceding sentence, provisions of the Indenture relating to conversion rights in the case of certain consolidations, mergers, share exchanges or sales or transfers of substantially all the Company’s assets. The Company shall not issue fractional shares or scrip representing fractions of shares of Common Stock upon any Convertible Debenture which is convertedsuch conversion, interest whose Stated Maturity is after but shall make an adjustment therefor in cash based upon the current market price of the Common Stock on the last Trading Day prior to the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustconversion.

Conversion. The Holder Each share of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either Class B Common Stock may be converted at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) Corporation into fully paid and nonassessable shares of Sun Common Stock (the “Parent Shares”) of GATC Health Corp (the Company “Parent”) at an the initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock)the "Conversion Rate") defined below. (a) The initial Conversion Rate, subject to adjustment under certain circumstances as set forth in Section 1303 the adjustments described below, shall be one share of Parent Shares for each one share of Class B Common Stock. Such conversion shall be effectuated by surrendering the Preferred Shares to be converted (with a copy, by facsimile or courier, to the Company) to the Company's registrar and 1304transfer agent. The date on which conversion may be made shall be referred to as the "Conversion Date." (b) Adjustments to Conversion Rate. (1) Reclassification, Exchange and Substitution. If the Parent Shares shall be changed into the same or a different number of shares issuable upon conversion of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a Convertible Debenture is determined by dividing subdivision or combination of shares provided for below), the principal amount holders of the Convertible Debenture converted Class B Common Stock shall, upon its conversion, be entitled to receive, in lieu of the Parent Shares which the holders would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the conversion price holders if such Class B Common Stock had been converted into Parent Shares immediately before that change. (2) Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Parent’s common stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in effect on this Section (b) or merger of the Conversion Date. No fractional shares will be issued upon conversion but Corporation into another corporation, or the sale of the Parent’s properties and assets as, or substantially as, an entirety to any other person), then, as a cash adjustment will part of such reorganization, merger or sale, lawful provision shall be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by so that the portion holders of the principal amount thereof converted into shares of Sun Class B Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will Stock shall thereafter be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of upon conversion of the Class B Common Stock, the number of shares of stock or other securities or property of the Parent, or of the successor corporation resulting from such Convertible Debenture shall not be payablemerger, and to which holders of the Company shall not make nor be required common stock deliverable upon conversion of the Class B Common Stock would have been entitled on such capital reorganization, merger or sale if the Class B Common Stock had been converted immediately before that capital reorganization, merger or sale to make any other payment, adjustment or allowance with respect to accrued but unpaid interest the end that the provisions of this paragraph (b)(2) (including Additional Payments, if anyadjustment of the Conversion Rate then in effect and number of shares purchasable upon conversion of the Class B Common Stock) on the Convertible Debentures being converted, which shall be deemed to applicable after that event as nearly equivalently as may be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustpracticable.

Conversion. The Holder of (a) At any Convertible time from the original issue date hereof through the date that this Debenture has is paid in full, Lender shall have the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event)in its sole discretion, to convert the principal amount thereof balance of this Debenture then outstanding plus accrued but unpaid interest, in whole or in part, into shares (or any portion thereof that is an integral multiple each, a “Conversion Share”) of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of equal to $20.13 0.05 per share of Sun Common Stock)Conversion Share, subject to adjustment under certain circumstances as set forth provided in Section 1303 2 herein (the “Conversion Price”). (b) Lender may convert this Debenture at the then applicable Conversion Price by the surrender of this Debenture (properly endorsed) to the Company at the principal office of the Borrower, together with the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”) duly completed, dated and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing executed, specifying therein the principal amount of the Convertible Debenture converted by the conversion price in effect on the and/or outstanding interest to be converted. The “Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture ” shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a date that such Notice of Conversion and this Debenture is delivered on or duly provided to Borrower hereunder (or, at Lender's option, the next interest payment date with respect to Lender's conversion of any scheduled interest payment). (c) On the date of receipt by the Company of the duly completed, dated and executed Notice of Conversion and this Debenture in accordance with Section 1(b) with respect to a conversion of any portion of this Debenture, the Lender (and any person(s) receiving Conversion Shares in lieu of the Lender) shall be deemed to have become the holder of record for all purposes of the Conversion Shares to which such valid conversion relates. (d) As soon as practicable, but not in excess of five business days, after the Regular Record Date valid conversion of any portion of this Debenture, the Company, at the Company’s expense (including the payment by Company of any applicable issuance and prior similar taxes, will cause to be issued in the name of and delivered to the subsequent Interest Payment DateLender (and/or such other person(s) identified in the Notice of Conversion with respect to such conversion), certificates evidencing the Holder will number of duly authorized, validly issued, fully paid and non-assessable Conversion Shares to which the Lender (and/or such other person(s) identified in such Notice of Conversion, shall be entitled to receive upon the interest payable on conversion), as adjusted to reflect the subsequent Interest Payment Date on effects, if any, of the portion anti-dilution provisions of Convertible Debentures Section 2, such certificates to be converted notwithstanding in such reasonable denominations as Lender may request when delivering the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in Notice of Conversion. (e) If less than the immediately preceding sentence, in the case of any Convertible entire principal and accrued interest under this Debenture which is being converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required execute and deliver to make any other payment, adjustment or allowance with respect to accrued but unpaid interest the Lender a new Debenture (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right dated as of the Holder date hereof) evidencing the principal balance of such Convertible this Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustthat has not been so converted.

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the limitations set forth in this Section, shall have the right, exercisable at any time their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 1.2419 1.3646 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of approximately $20.13 36.64 per share of Sun Common Stock), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such written notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities on or following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or allowance with respect to not in arrears accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedTrust Securities surrendered for conversion, which or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the Conversion Date. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the close of business on the date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints First Union National Bank not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise required of the Property Trustee or with the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.

Conversion. Each Seed Preference Share will be convertible into ordinary shares. The Holder initial conversion price is equal to the issue price of any Convertible Debenture has the rightrelevant Seed Preference Share, exercisable with the conversion price adjusted pursuant to the operation of the terms of these Seed Preference Shares (Conversion Price). Each holder of Seed Preference Shares is entitled to convert some or all of its Seed Preference Shares into ordinary shares at any time on or before 5:00 p.m. 10 Business Days written notice to the Company (New York City time) Conversion Notice).44 A notice given by a holder of Seed Preference Shares pursuant to paragraph 4.2 must state: the number of Seed Preference Shares to be converted into ordinary shares; and the date on the which such conversion is to occur (which must be no less than 10 Business Day immediately preceding Days after the date of repayment such Conversion Notice) (Conversion Date). On the Conversion Date: the relevant Seed Preference Shares will be converted (by way of such Convertible Debenturesvariation of rights, whether at maturity and not by way of redemption, cancellation or upon redemption (either at the option of the Company a new issue or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25allotment) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of ordinary shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted relevant purchase price paid per Seed Preference Share by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced Price and multiplying that figure by the portion number of Seed Preference Shares to be converted and rounded to the principal amount thereof converted into shares nearest whole share; and the Company will issue new share certificates to the relevant holder or holders of Sun Common StockSeed Preference Shares relating to the new holding of Seed Preference Shares and ordinary shares. To convert a Convertible DebentureAnti-dilution45 If, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Dateconversion of any Seed Preference Shares, the Holder Company: reconstructs its share capital, the number of shares into which a Seed Preference Share may be converted must be reconstructed in the same manner; or issues Shares at a price less than that paid by the holder of Seed Preference Shares, the Conversion Price will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except amended as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest follows (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid calculated to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.nearest tenth of a cent): CP2 = CP1 * (A + B) ÷ (A + C). Where:

Conversion. The Holder of any Convertible Debenture has During the right, exercisable at any time on or before 5:00 p.m. (New York City time) 30-day period commencing on the Business Day immediately preceding 90th day ---------- after the date issuance of repayment a share of 9% Convertible Preferred Stock (the "Conversion Period"), such share of 9% Convertible Debentures, whether at maturity or upon redemption (either Preferred Stock shall be convertible at the option of the Company or pursuant to holder of record thereof into a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture Common Stock equal to the Conversion Ratio (as hereinafter defined); provided, that no fractional share of Common Stock shall be issued, but in lieu thereof one share of Common Stock shall be issued. The Conversion Period shall be extended until the fifth day after the expiration or termination of any waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, which is determined applicable to such conversion, so long as any filing which is required to be made by dividing the principal amount holder under such Act is made on or before the commencement of the Conversion Period. Conversion of such share of 9% Convertible Debenture Preferred Stock shall be effected by surrender of such holder's certificate representing such share of 9% Convertible Preferred Stock accompanied by a written notice from such holder addressed to the Corporation requesting the conversion. Upon conversion, holders of converted by the conversion price in effect on the Conversion Date. No fractional shares of 9% Convertible Preferred Stock will be issued upon conversion but a cash adjustment will be made for any fractional interestcertificates representing the shares of Common Stock to which they are entitled. The outstanding principal amount "Conversion Ratio" at the effective date of the original Certificate of Designation with respect to the shares of 9% Convertible Preferred Stock shall equal one (1.0). Thereafter, upon any Convertible Debenture stock split, stock dividend, subdivision or combination of shares of Common Stock (an "Adjustment Event"), the Conversion Ratio shall be reduced by adjusted such that immediately upon the portion occurrence of such Adjustment Event the principal amount thereof converted into shares holder of Sun Common Stock. To convert a share of 9% Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will Preferred Stock shall be entitled to convert (assuming, if the Conversion Period is not then in effect, that the Conversion Period was then in effect) such share of 9% Convertible Preferred Stock into the number of shares of Common Stock which such holder would have been entitled to receive the interest payable on the subsequent Interest Payment Date on the portion if such holder had converted such share of 9% Convertible Debentures to be converted notwithstanding the conversion thereof Preferred Stock into Common Stock immediately prior to such Interest Payment DateAdjustment Event. Except as otherwise provided in Any adjustment of the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Conversion Ratio shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with effective as of the Trustee or with any Paying Agent or so segregated and held in trust record date for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid Adjustment Event giving rise to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustadjustment.

Conversion. The Holder Subject to the terms and conditions of any Convertible Debenture has the rightIndenture, exercisable at any time on or before 5:00 p.m. (New York City time) on times after the Business Day immediately preceding Issue Date, a Holder of a Security may convert the date of repayment Principal Amount of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof Security (or any portion thereof that thereof) into shares of the Company’s common stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such H▇▇▇▇▇’s Securities so long as the Securities converted are an integral multiple of $25) into fully paid 1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and nonassessable shares of Sun Common Stock unpaid interest on the Principal Amount being converted as of the Company at an initial conversion rate Conversion Date to the extent provided for in the Indenture. If the Conversion Date occurs between the close of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect business on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent opening of business on the immediately following Interest Payment Date, the Company shall pay to the applicable Holder will be entitled in cash, on such Interest Payment Date, an amount equal to receive the accrued and unpaid interest payable through the Conversion Date on the subsequent Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date on an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Holder shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid promptly pay to the Company upon Company Request oran amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, if then held by including an exchange, transfer, repurchase or conversion of this Security in part only, the CompanyTrustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY — Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon the request of a Holder or any beneficial owner of a Restricted Security or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be discharged from furnished Rule 144A Information (as defined below) and any reports required to be filed by them under the Exchange Act or Securities Act (as defined below) to such trust.Holder or any beneficial owner of Restricted Securities, or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, or to a prospective purchaser of any such

Conversion. The Holder Holders of any Convertible Debenture has Trust Securities, subject to the limitations set forth in this Section, shall have the right, exercisable at any time their option, to cause the Conversion Agent to convert Trust Securities, on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option behalf of the Company or pursuant converting Holders, into shares of Class A Common Stock in the manner described herein on and subject to a Tax Event), to convert the principal amount thereof following terms and conditions: (or any portion thereof that is an integral multiple of $25i) The Trust Securities will be convertible into fully paid and nonassessable shares of Sun Class A Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Company Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Class A Common Stock at an initial conversion rate of 1.2419 of______ shares of Sun Class A Common Stock for each $25 in aggregate principal amount of Convertible Debentures Trust Security (equal which is equivalent to a conversion price of approximately $ _____ per $20.13 per share 25 principal amount of Sun Common StockDebentures), subject to adjustment under certain circumstances as adjustments set forth in Section 1303 and 1304the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Class A Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares issuable of Class A Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Class A Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon conversion receipt of a Convertible Debenture is determined by dividing such written notice, deliver to the Conversion Agent the appropriate principal amount of the Convertible Debenture converted by the conversion price Debentures for exchange in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestaccordance with this Section. The outstanding principal amount of any Convertible Debenture Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Sun Class A Common Stock. To convert Holders of Trust Securities at the close of business on a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder Distribution payment record date will be entitled to receive the interest payable Distribution paid on such Trust Securities on the subsequent Interest Payment corresponding Distribution Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Trust Securities on or following such record date but prior to such Interest Payment Distribution Date. Except as otherwise provided in above, neither the immediately preceding sentenceTrust nor the Depositor will make, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor or be required to make make, any other payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or allowance with respect to not in arrears accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being convertedTrust Securities surrendered for conversion, which or on account of any accumulated and unpaid dividends on the shares of Class A Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Class A Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Class A Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the close of business on the date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints The First National Bank of Chicago not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Class A Common Stock and thereupon to deliver such shares of Class A Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of Class A Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in full. If any Convertible Debenture called for redemption is cash by the Depositor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Class A Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted, any money deposited with . (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise required of the Property Trustee or with the Trust to pay any Paying Agent or so segregated and held in trust for the redemption amounts on account of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trustwithholdings.

Conversion. The Holders may surrender Securities for conversion into shares of GGD Stock on a conversion date if, as of such conversion date, the Quoted Price (as defined in the Indenture) of the GGD Stock for at least 20 trading days in the 30 trading day period ending on the trading day prior to the conversion date is more than 110% of the conversion price per share of GGD Stock on such conversion date. In addition, a Holder may surrender for conversion a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provisions has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 11.7 of the Indenture (other than a distribution of rights by the Company to its stockholders pursuant to the Company's Second Amended and Restated Renewed Rights Agreement dated as of December 18, 2000, as it may be amended from time to time, and any Convertible Debenture has successor or similar stockholders rights plan until the occurrence of a Triggering Event under such plan), or a dividend or distribution described in Section 11.8 of the Indenture where the fair market value of such dividend or distribution per share of GGD Stock, as determined in the Indenture exceeds 15% of the current Market Price of the GGD Stock as of the Trading Day immediately prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, exercisable which shall be not less than 20 days prior to the ex-dividend time for such dividend or distribution and Securities may be surrendered for conversion at any time on or before 5:00 p.m. (New York City time) thereafter until the close of business on the Business Day immediately preceding prior to the date of repayment of such Convertible Debentures, whether at maturity Ex-Dividend Time or upon redemption (either at the option of until the Company announces that such distribution will not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets or a merger which reclassifies or changes its GGD Stock pursuant to a Tax Event)which the GGD Stock would be converted into cash, to convert the principal amount thereof (securities or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances other assets as set forth in Section 1303 11.17 of the Indenture, the Securities may be surrendered for conversion at any time from or after the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction (assuming, in a case in which the Company's stockholders may exercise rights of election, that a holder of Securities would not have exercised any rights of election as to the stock, other securities or other property or assets receiveable in connection therewith and 1304received per share the kind and amount received per share by plurality of nonelecting shares). The number of shares issuable upon conversion of a Convertible Debenture Security is determined by dividing the principal amount of the Convertible Debenture to be converted by the conversion price in effect on the Conversion Dateconversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. No fractional shares Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to paragraph 2 hereof) or for dividends or distributions on the GGD Stock will be issued upon conversion but made. The Company will deliver a cash adjustment will be made check for any fractional interestshare issuable upon conversion. A Security in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice exercising the option of such Holder to required the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The outstanding principal amount initial conversion price is $140.60 per share of GGD Stock, subject to adjustment in certain events described in the Indenture. A holder which surrenders Securities for conversion will receive a check in lieu of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into fractional shares of Sun Common GGD Stock. To convert a Convertible DebentureSecurity, a Holder holder must (i1) complete and sign a the conversion notice substantially in on the form attached heretoreverse of the Security, (ii2) surrender the Convertible Debenture Security to a the Conversion Agent, (iii3) furnish the appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, and (iv4) pay any tax or duty which may be payable in respect of any transfer involving the issue or similar tax, if required. If delivery of GGD Stock in the name of a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, Person other than the Holder thereof. A holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. The conversion price will be entitled adjusted for the issuance of capital stock of the Company as a dividend or distribution on its GGD Stock; subdivisions, combinations or certain reclassifications of GGD Stock; distributions to receive all holders of GGD Stock of rights or warrants to purchase GGD Stock at less than the interest payable on current market price at the subsequent Interest Payment Date on time; distributions to such holders of GGD Stock of cash, debt securities (or other evidences of indebtedness) or other assets of the portion of Convertible Debentures Company (excluding dividends or distributions for which adjustment is required to be converted notwithstanding the conversion thereof prior made pursuant to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case another provision); certain dividends or other distributions consisting exclusively of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date cash to all holders of conversion GGD Stock; or for payments to holders of such Convertible Debenture shall not be payable, and the Company shall not make nor be required GGD Stock pursuant to make any other payment, adjustment certain tender or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest exchange offers as provided in the last paragraph Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of Section 307 at least 1% in the conversion price then in effect; PROVIDED that any adjustment that would otherwise be required to be made shall be carried forward and this paragraph) taken into account in any subsequent adjustment. However, no adjustment need be paid made if Securityholders are entitled to participate in certain of the above transactions or in certain other cases. The Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days. If the Company upon is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding GGD Stock, the right to convert a Security into GGD Stock may be changed into a right to convert it into securities, cash or other assets of the Company Request or, if then held by the Company, shall be discharged from such trustor another person.

Conversion. The In lieu of the payment of the Stock Purchase Price, the Holder shall have the right (but not the obligation), until such time as the Warrant Shares are registered pursuant to Section 7 hereof, and so long as such registration statement remains effective, to require the Company to convert this Warrant, in whole or in part, into shares of Stock (the "Conversion Right") as provided for in this Section 1.2. If, and each time, such registration statement ceases to be effective, this Conversion Right shall be in effect. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof Stock Purchase Price) that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture Stock equal to the quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by dividing subtracting the principal amount of the Convertible Debenture converted by the conversion price aggregate Stock Purchase Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and immediately prior to the subsequent Interest Payment Dateexercise of the Conversion Right from the aggregate Market Price (as hereinafter defined) for the shares of Stock issuable upon exercise of the Warrant immediately prior to the exercise of the Conversion Right) by (y) the Market Price of one share of Stock immediately prior to the exercise of the Conversion Right. As used in this Warrant, "Market Price" shall mean (A) if the Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ National Market, NASDAQ Capital Market, or is traded in the Over-the-Counter Bulletin Board market, the Holder will Market Price shall be entitled to receive the interest payable volume weighted average sale price (this is sometimes referred as the VWAP) of the Stock on such exchange or market as reported by such exchange or market on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof last business day prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of this Warrantor if no such Convertible Debenture sale is made on such day, the average closing bid and asked prices for such day on such exchange or market (excluding any aberrational prices at or immediately prior to the regular closing time of such exchange or such market, as applicable), (B) if the Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be the fair market value of the Stock, which shall not be payable, and less than the net book value thereof as at the end of the most recent quarterly fiscal period of the Company shall not make nor be required ending prior to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right date of the Holder conversion of such Convertible Debenture or any Predecessor Security to receive interest as provided the Warrant, determined in good faith by the last paragraph Board of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by Directors of the Company, and any dispute shall be discharged from such trustresolved by an investment banking or valuation firm of recognized national standing selected by Company and acceptable to the Holder.

Conversion. The Holder of any Convertible Debenture has In addition to and without limiting the right, exercisable at any time on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the option rights of the Company or pursuant to a Tax Event)---------- Holder under the terms of this Warrant, the Holder shall have the right to convert the principal amount thereof (this Warrant or any portion thereof that is an integral multiple of $25(the "Conversion Right") into fully paid and nonassessable shares of Sun Common Stock as provided in this subsection 1.c. The Holder may exercise this Conversion Right on any date during the Exercise Period (the "Conversion Date") by surrendering this Warrant as described in subsection 2.b. above, together with a notice of conversion, the form of which is attached hereto as Exhibit II. Upon exercise of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal Conversion Right with respect to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The particular number of shares issuable upon conversion subject to this Warrant (the "Converted Warrant Shares"), the Company shall deliver to the Holder (without payment by the Holder of a Convertible Debenture is determined any exercise price or any cash or other consideration) (x) that number of Warrant Shares equal to the quotient obtained by dividing the principal amount value of this Warrant (or the Convertible Debenture converted specified portion hereof) on the Conversion Date by (y) the conversion price in effect Fair Market Value of one share of Common Stock on the Conversion Date. No fractional The value of this Warrant shall be determined by subtracting (A) the aggregate Exercise Price of the Converted Warrant Shares on the Conversion Date from (B) the aggregate Fair Market Value (as defined below) of the Converted Warrant Shares on the Conversion Date. Expressed as a formula, the number of Warrant Shares issuable upon such conversion shall be computed as follows: B-A X = --- Y Where: X = the number of shares will of Common Stock that may be issued upon conversion but a cash adjustment will be made for any fractional interest. to Holder Y = the Fair Market Value of one share of Common Stock A = the aggregate Exercise Price (i.e., Converted Warrant Shares multiplied by the Exercise Price) B = the aggregate Fair Market Value (i.e., Converted Warrant Shares multiplied by the Fair Market Value) The outstanding principal amount Fair Market Value per share of any Convertible Debenture Common Stock shall be reduced by determined as follows: i. If the portion Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq Bulletin Board, or another nationally recognized exchange or trading system as of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion Fair Market Value per share of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which Common Stock shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph reported sale price per share of Section 307 and this paragraph) be paid to Common Stock thereon on the Company upon Company Request Conversion Date; or, if then held no such price is reported on such date, such price on the next preceding business day; or, if no such price is reported on such date, the average of the mean of the high closing bid and the low closing asked prices for the three preceding business days (provided that if no such price is reported for the three preceding business days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). ii. If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq Bulletin Board or another nationally recognized exchange or trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Conversion Date, then (A) the Fair Market Value per share of Common Stock shall be discharged from the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), and (B) the exercise of this Warrant pursuant to this subsection 2.c. shall be delayed for a period of up to one month until such trustdetermination is made.

Conversion. The Holder of any Convertible Debenture has the right, exercisable at any time on or before 5:00 p.m. prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, Debenture whether at maturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2550) into fully paid and nonassessable shares of Sun Common Stock of at the Company at an initial conversion rate price of 1.2419 1.0663 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures Debenture (equal equivalent to a conversion price of $20.13 46.89 per share of Sun Common StockStock of the Company), subject to adjustment under certain circumstances as set forth circumstances, except that if a Debenture is called for redemption, the conversion right will terminate at the close of business on the Redemption Date. To convert a Debenture, a Holder must (1) complete and sign a conversion notice substantially in Section 1303 the form attached hereto, (2) surrender the Debenture to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and 1304(4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Debenture for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Debenture on such Regular Record Date. In such event, such Debenture, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. The Holder Holders of any shares of Convertible Debenture has Preferred Stock shall have the right to convert all or a portion of such shares into shares of Common Stock, as follows: (A) Subject to and upon compliance with the provisions of this Section 6, a holder of shares of Convertible Preferred Stock shall have the right, exercisable at his or her option, at any time on or before 5:00 p.m. after the Issue Date, to convert such shares into the number of fully paid and nonassessable shares of Common Stock obtained by dividing the aggregate Stated Value of such shares plus any accrued and unpaid dividends thereon by the Conversion Price (New York City time) as in effect on the Business date provided for in the last paragraph of paragraph (B) of this Section 6) by surrendering such shares to be converted, such surrender to be made in the manner provided in paragraph (B) of this Section 6. Certificates will be issued for the remaining shares of Convertible Preferred Stock in any case in which fewer than all of the shares of Convertible Preferred Stock represented by a certificate are converted. (B) In order to exercise the conversion right, the holder of shares of Convertible Preferred Stock to be converted shall surrender the certificate or certificates representing such shares, duly endorsed or assigned to the Corporation or in blank, at the office of the Transfer Agent, accompanied by written notice to the Corporation that the holder thereof elects to convert Convertible Preferred Stock. Unless the shares issuable on conversion are to be issued in the same name as the name in which such share of Convertible Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in the form satisfactory to the Corporation, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have been paid). Holders of shares of Convertible Preferred Stock at the close of business on a dividend payment record date shall be entitled to conversion of the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the conversion thereof following such dividend payment record date and prior to such Dividend Payment Date. However, shares of Convertible Preferred Stock surrendered for conversion during the period between the close of business on any dividend payment record date and the opening of business on the corresponding Dividend Payment Date must be accompanied by payment of an amount equal to the dividend payable on such shares on such Dividend Payment Date. A holder of shares of Convertible Preferred Stock on a dividend payment record date who (or whose transferee) tenders any such shares for conversion into shares of Common Stock on such Dividend Payment Date will be entitled to conversion of the dividend payable by the Corporation on such shares of Convertible Preferred Stock on such date, and the converting holder need not include payment of the amount of such dividend upon surrender of shares of Convertible Preferred Stock for conversion. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares or for dividends on the shares of Common Stock issued upon such conversion. As promptly as practicable after the surrender of certificates for shares of Convertible Preferred Stock as aforesaid, the Corporation shall issue and deliver at such office to such holder, or on his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section 6, and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in paragraph (C) of this Section 6. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for shares of Convertible Preferred Stock shall have been surrendered and such notice (and if applicable payment of an amount equal to the dividend payable on such shares) 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 and such conversion shall be at the Conversion Price in effect at such time on such date, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such shares shall have been surrendered and such notice received by the Corporation. (C) No fractional shares or scrip representing fractions of shares of Common Stock shall be issued upon conversion of the Convertible Preferred Stock. Instead of any fractional interest in a share of Common Stock that would otherwise be deliverable upon the conversion of a share of Convertible Preferred Stock, the Corporation shall pay to the holder of such share an amount in cash based upon the Current Market Price of Common Stock on the Trading Day immediately preceding the date of repayment conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of such Convertible Debentures, whether at maturity or full shares of Common Stock issuable upon redemption (either at conversion thereof shall be computed on the option basis of the Company or pursuant to a Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Sun Common Stock of the Company at an initial conversion rate of 1.2419 shares of Sun Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $20.13 per share of Sun Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303 and 1304. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Preferred Stock so surrendered. (D) The Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture Price shall be reduced by the portion of the principal amount thereof converted into shares of Sun Common Stock. To convert a Convertible Debenture, a Holder must adjusted from time to time as follows: (i) complete and sign If the Corporation shall after the Issue Date (A) pay a conversion notice substantially dividend or make a distribution on its capital stock in the form attached heretoshares of its Common Stock, (iiB) surrender the Convertible Debenture to subdivide its outstanding Common Stock into a Conversion Agentgreater number of shares, (iiiC) furnish appropriate endorsements [INTENTIONALLY OMITTED] or transfer documents if required (D) issue any shares of capital stock by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice reclassification of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Dateits Common Stock, the Holder will Conversion Price in effect at the opening of business on the day next following the date fixed for the determination of stockholders entitled to receive such dividend or distribution or at the opening of business on the day next following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, shall be adjusted so that the holder of any share of Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the interest payable on number of shares of Common Stock that such holder would have owned or have been entitled to receive after the subsequent Interest Payment Date on happening of any of the portion of Convertible Debentures to be events described above had such share been converted notwithstanding the conversion thereof immediately prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, record date in the case of any Convertible Debenture which is converteda dividend or distribution or the effective date in the case of a subdivision, interest whose Stated Maturity is combination or reclassification. An adjustment made pursuant to this subparagraph (i) shall become effective immediately after the opening of business on the day next following the record date (except as provided in paragraph (H) below) in the case of conversion a dividend or distribution and shall become effective on the day next following the effective date in the case of a subdivision, combination or reclassification. (ii) If the Corporation shall issue after the Issue Date rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock or Securities which are convertible into Common Stock at a price per share less than the Fair Market Value per share of Common Stock on the record date for the determination of stockholders entitled to receive such rights or warrants, then the Conversion Price in effect at the opening of business on the day next following such record date shall be adjusted to equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the opening of business on the day next following the date fixed for such determination by (II) a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination and (B) the number of shares that the aggregate proceeds to the Corporation from the exercise of such Convertible Debenture shall not be payablerights or warrants for Common Stock would purchase at such Fair Market Value, and the Company denominator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination and (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants Such adjustment shall become effective immediately after the opening of business on the day next following such record date (except as provided in paragraph (H) below). In determining whether any rights or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at less than such Fair Market Value, there shall be taken into account any consideration received by the Corporation upon issuance and upon exercise of such rights or warrants, the value of such consideration, if other than cash, to be determined by valuation of the Board of Directors. (iii) If the Corporation shall distribute to all holders of its Common Stock any shares of capital stock of the Corporation (other than Common Stock) or evidence of its indebtedness or assets (excluding any cash dividends or distributions paid from profits or surplus of the Corporation or referred to in subparagraph (i) above or any stock, securities or other property received pursuant to paragraph 6(E) below) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants issued to all holders of Common Stock entitling them for a period expiring within 45 days after the record date referred to in subparagraph (ii) above to subscribe for or purchase Common Stock, which rights and warrants are referred to in and treated under subparagraph (ii) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the "Securities"), then in each such case the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by (II) a fraction, the numerator of which shall be the Fair Market Value per share of the Common Stock on the record date mentioned below less the then Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and the denominator of which shall be the Fair Market Value per share of the Common Stock on the record date mentioned below. Such adjustment shall become effective immediately at the opening of business on the Business Day next following (except as provided in paragraph (H) below) the record date for the determination of shareholders entitled to receive such distribution. For the purposes of this subparagraph (iii), the distribution of a Security, which is distributed not only to the holders of the Common Stock on the date fixed for the determination of stockholders entitled to such distribution of such Security, but also is distributed to the holders of the Convertible Preferred Stock (assuming for purposes of this subparagraph (iii) that such shares of Convertible Preferred Stock have been converted) or reserved for distribution with each share of Common Stock delivered to a person converting a share of Convertible Preferred Stock after such determination date, shall not make nor require an adjustment of the Conversion Price pursuant to this subparagraph (iii); provided that on the date, if any, on which a Person converting a share of Convertible Preferred Stock would no longer be entitled to receive such Security with a share of Common Stock (other than as a result of the termination of all such Securities), a distribution of such Securities shall be deemed to have occurred and the Conversion Price shall be adjusted as provided in this subparagraph (iii) (and such day shall be deemed to be "the date fixed for the determination of the stockholders entitled to receive such distribution" and "the record date" within the meaning of the two preceding sentences). (iv) No adjustment in the Conversion Price shall be required unless such adjustment would require a cumulative increase or decrease of at least 1% in such price; provided, however, that any adjustments that by reason of this subparagraph (iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment until made; and provided, further, that any adjustment shall be required and made in accordance with the provisions of this Section 6 (other than this subparagraph (iv)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of shares of Common Stock. Notwithstanding any other provisions of this Section 6, the Corporation shall not be required to make any adjustment of the Conversion Price for the issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends in securities of the Corporation. All calculations under this Section 6 shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest 1/10 of a share (with .05 of a share being rounded upward), as the case may be. Anything in this paragraph (D) to the contrary notwithstanding, the Corporation shall be entitled, to the extent permitted by law, to make such reductions in the Conversion Price, in addition to those required by this paragraph (D), as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, reclassification or combination of shares, distribution of rights or warrants to purchase stock or securities, or a distribution of other payment, adjustment or allowance with respect assets (other than cash dividends) hereafter made by the Corporation to accrued but unpaid interest its stockholders shall not be taxable. (E) If the Corporation shall be a party to any transaction (including Additional Paymentswithout limitation a merger, consolidation, sale of all or substantially all of the Corporation's assets or recapitalization of the Common Stock and excluding any transaction as to which subparagraph (D) (i) of this Section 6 applies) (each of the foregoing being referred to herein as a "Transaction"), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each share of Convertible Preferred Stock which is not converted into the right to receive stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares of stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of shares or fraction thereof of Common Stock into which one share of Convertible Preferred Stock was convertible immediately prior to such Transaction, assuming such holder of Common Stock (i) is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be ("Constituent Person"), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of election, if any, as to the kind or amount of stock, securities and other property (including cash) on receivable upon such Transaction (provided that if the Convertible Debentures being convertedkind or amount of stock, which shall be deemed to be paid in full. If any Convertible Debenture called securities and other property (including cash) receivable upon such Transaction is not the same for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption each share of such Convertible Debenture shall (subject to any right Common Stock of the Holder of Corporation held immediately prior to such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held Transaction by the Company, shall be discharged from such trust.ot