Common use of Notice of Redemption; Selection of Notes Clause in Contracts

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.13.01, it shall fix a date for redemptionredemption (the “Redemption Date”) and it or, and it, or at its written request (which must be received by the Trustee at least ten (10) not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the Trustee notice of redemption is requested to give notice as described below unless a shorter period is agreed to by the Trustee)be mailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not fewer than 30 days nor more than sixty (60) 60 days prior to the date fixed for redemption Redemption Date to the holders each Holder of Notes so to be redeemed as a in whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED Security Register; provided that if the Company shall give such notice, it shall also give such notice, and notice text of the Notes to be redeemed, to the Trustee). Such mailing notice shall be prepared by first class mailthe Issuer. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes specify: (including CUSIP number(s)i) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, (ii) the date fixed for redemptionCUSIP number or numbers of the Notes being redeemed, (iii) the redemption price Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes Notes’ are to be redeemed, (v) the place or places of payment, payment and that payment will be made upon presentation and surrender of such Notes, Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the date fixed for redemption Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemedredeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On . Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or prior not the Holder receives such notice. In any case, failure to the redemption date specified give such notice by mail or any defect in the notice to the Holder of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called any Note designated for redemption (other than those theretofore surrendered for conversion into Common Stock) at as a whole or in part shall not affect the appropriate redemption price, together with accrued interest to, but excluding, validity of the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust proceedings for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the any other Note. Whenever any Notes are to be redeemed, the Company Issuer will give the Trustee written notice in of the form of Redemption Date, together with an Officers' ’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than twenty-five (25) 30 days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as Redemption Date. On or prior to the aggregate principal Redemption Date specified in the notice of redemption given as provided in this Section 3.02, the Issuer will deposit with the Paying Agent (other than the Issuer or the General Partner acting as its own Paying Agent) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed. If fewer than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global Note or the Certificated Notes to be redeemed (in minimum denominations of $2,000 principal amounts amount and integral multiples of $1,000 or integral multiples in excess thereof), by lot, ) on a pro rata basis or by a another method that the Trustee considers deems fair and appropriate (as long as such method or that is not prohibited required by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptionDepositary. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case If the Company shall desire wishes to exercise the its right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.13.03, it shall fix a date for redemptionRedemption (each, a “Redemption Date”), and itit or, or at its written request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by Trustee, the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a provide notice of such redemption at least twenty Redemption (20a “Redemption Notice”) and not less than 10 nor more than sixty (60) 30 calendar days prior to the date fixed for redemption Redemption Date by mail or electronic delivery to the holders each Holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mailRegister. The notice Redemption Date must be a Business Day. (b) The Redemption Notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice Redemption Notice by mail to the Holder of any Note designated for Redemption as a whole or in part, or any defect in the notice to the holder of any Note designated for redemption as a whole or in part Redemption Notice, shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption Redemption Notice shall identify specify: (i) the Notes Redemption Date; (including CUSIP number(s)ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount of Notes to be redeemed, Redemption Date; (iv) the date fixed for redemption, the redemption price at which place or places where such Notes are to be redeemedsurrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the Close of Business on the Business Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes; (vii) the then-current Conversion Rate; (viii) the CUSIP and ISIN or other similar numbers, the place or places of paymentif any, that payment will be made upon presentation and surrender of assigned to such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified ; and (ix) in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (cd) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note A Redemption Notice shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trustirrevocable. (de) If fewer than all of the outstanding Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may Notes shall be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed selected for Redemption (in principal amounts of $1,000 or integral multiples thereof)) in accordance with the Applicable Procedures of DTC, in the case of Global Notes, and by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on case of certificated Notes. (f) If a Holder converts a Note a portion of which the Notes are then listed). If any Note has been selected for partial redemption is converted in part after such selectionRedemption, the converted portion of such Note shall will be deemed (so far as is possible) to be from the portion to be selected for redemption. The Notes Redemption. (g) In the event of any Redemption in part, the Company shall not be required to register the transfer of or portions thereof) exchange any Note so selected shall be deemed duly selected for redemption for all purposes hereofRedemption, notwithstanding that any such Note is converted as a in whole or in part before part, except the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted unredeemed portion of any Note converted being redeemed in part during such periodpart.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and, and itin the case of any redemption pursuant to Section 3.1, or it or, at its request accompanied by the proposed form of notice of redemption (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below below, unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED registry books of the Company, provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, notice and that on and after said date date, interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Exchange Price and Conversion Price and the date on which the right to exchange and to convert such Notes or portions thereof into Preferred Stock or Common Stock Stock, as the case may be, will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the Business Day prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange for Preferred Stock or conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is exchanged or converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, request or, if then held by the Company Company, shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) 45 days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lotlot or, or by in its sole discretion, on a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)pro rata basis. If any Note selected for partial redemption is exchanged or converted in part after such selection, the converted or exchanged portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is exchanged or converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for exchange or conversion during the period of fifteen (15) 15 days next preceding the mailing of a notice of redemption and may (but need not) not treat as not outstanding any Note authenticated and delivered during such period in exchange for the unexchanged or unconverted portion of any Note exchanged or converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by a Board Resolution or a Company Order which shall be given with notice of the Notes pursuant redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten 45 days (10or such shorter period acceptable to the Trustee in its sole discretion) Business Days prior to the redemption date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee specified in the name of and at the expense such notice. (b) Following receipt of the Company's notice pursuant to Section 3.02(a) hereof, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders each Holder of Notes so to be redeemed as a whole or in part shall be given by the Trustee, at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice expense of the Notes to be redeemedCompany, in the manner provided in Section 15.10 hereof, no less than 30 or more than 60 days prior to the Trustee)date fixed for redemption. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure duly to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the places of redemption and the redemption price at which such Notes are to be redeemed, the place or places of payment, and shall state that payment of the redemption price of such Notes or portion thereof to be redeemed will be made upon presentation and surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said such notice, and that on from and after said such date interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of a series of Notes having the Notes same terms are to be redeemed, the notice of redemption shall identify specify the Notes or portions thereof to be redeemed. In case If any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On Unless otherwise provided by a supplemental indenture or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (orOrder under Section 2.05 hereof, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer less than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount a series of Notes to be redeemed. If fewer than all having the Notes same terms are to be redeemed, the Trustee shall select pro rata or by lot, or in such other manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Notes so to be redeemed. If less than all of a series of Notes represented by a Global Note are to be redeemed, the particular Notes or portions thereof of such series to be redeemed (shall be selected by the Depositary for such series of Notes in principal amounts such manner as the Depositary shall determine. Notes shall be redeemed only in denominations of $1,000 or integral multiples thereof)1,000, by lot, or by provided that any remaining principal amount of a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted redeemed in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptiondenomination authorized under this Indenture. (e) Upon any redemption If at the time of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a any notice of redemption the Company shall not have irrevocably directed the Trustee to apply funds deposited with the Trustee or held by it and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange available to be used for the unconverted portion redemption of any Note converted in part during Notes to redeem all the Notes called for redemption, such periodnotice, at the election of the Company, may state that it is subject to the receipt of the redemption moneys by the Trustee before the date fixed for redemption and that such notice shall be of no effect unless such moneys are so received before such date.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by a Board Resolution or a Company Order which shall be given with notice of the Notes pursuant redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten 45 days (10or such shorter period acceptable to the Trustee in its sole discretion) Business Days prior to the redemption date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee specified in the name of and at the expense such notice. (b) Following receipt of the Company's notice pursuant to Section 3.2(a) hereof, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders each Holder of Notes so to be redeemed as a whole or in part shall be given by the Trustee, at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice expense of the Notes to be redeemedCompany, in the manner provided in Section 17.10 hereof, no less than 30 or more than 60 days prior to the Trustee)date fixed for redemption. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure to duly give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the places of redemption and the redemption price at which such Notes are to be redeemed, the place or places of payment, and shall state that payment of the redemption price of such Notes or portion thereof to be redeemed will be made upon presentation and surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said such notice, and that on from and after said such date interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of the Notes having the same terms are to be redeemed, the notice of redemption shall identify specify the Notes or portions thereof to be redeemed. In case If any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On or prior to the redemption date specified in the notice of redemption given as Unless otherwise provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (orby a supplemental indenture, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer less than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select pro rata or by lot, or in such other manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Notes so to be redeemed. If less than all of the Notes represented by a Global Note are to be redeemed, the particular Notes or portions thereof to be redeemed (shall be selected by the Depositary for such Notes in principal amounts such manner as the Depositary shall determine. Notes shall be redeemed only in denominations of $1,000 or integral multiples thereof)1,000, by lot, or by provided that any remaining principal amount of a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted redeemed in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptiondenomination authorized under this Indenture. (e) Upon any redemption If at the time of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a any notice of redemption the Company shall not have irrevocably directed the Trustee to apply funds deposited with the Trustee or held by it and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange available to be used for the unconverted portion redemption of any Note converted in part during Notes to redeem all the Notes called for redemption, such periodnotice, at the election of the Company, may state that it is subject to the receipt of the redemption moneys by the Trustee before the date fixed for redemption and that such notice shall be of no effect unless such moneys are so received before such date.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, or any part of the Notes pursuant to Section 3.1Notes, it by resolution of the Board of Directors or a supplemental Indenture, the Company shall fix a date for redemption, redemption and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to shall give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 15 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders Holders of Notes so Notes, in the manner provided in Section 13.03; provided, however, such notice may be given more than 60 days prior to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that Redemption Date if the Company shall give such notice, it shall also give such notice, notice is given in connection with a satisfaction and notice of the Notes discharge pursuant to be redeemed, to the TrusteeSection 11.02(a). Such mailing shall be by first class mail. The notice if mailed given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder Holder of any Note designated for redemption as a whole or in part Notes shall not affect the validity of the proceedings for the redemption of any other Note. (b) Notes. Each such notice of redemption shall identify specify (i) the Notes Redemption Date, (including CUSIP number(s)ii) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed(or the method of calculating such redemption price), (iii) the place or places name and address of payment, that the paying agent where payment will be made upon presentation and surrender of such Notes, (iv) that any interest accrued to, but excluding, to the date fixed for redemption Redemption Date will be paid as specified in said notice, and (v) conditions, if any, regarding the redemption of the Notes, (vi) that, unless otherwise specified in such notice, if the Company defaults in making such redemption payment, the paying agent is prohibited from making such payment pursuant to the terms of this Indenture, (vii) that on and after said date Redemption Date, unless any conditions to the redemption described in the notice are not satisfied, any interest thereon or on the portion portions thereof to be redeemed will cease to accrue. Such , and (viii) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice shall also state or printed on the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expireNotes. If fewer less than all the Notes are to be redeemedredeemed at any time, the notice of redemption shall identify specify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note Note, or Notes in principal amount equal to the unredeemed portion thereof thereof, will be issued. (c) On or . At least five days before giving of any notice of redemption, unless the Trustee consents to a shorter period, the Company shall give written notice to the Trustee of the Redemption Date and the principal amount of Notes to be redeemed. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein, and such notice may be revoked at any time prior to the redemption date specified in the giving of a notice of redemption to the Holders pursuant to this Section 3.01. Any redemption and notice thereof may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent. If fewer than all the Notes are to be redeemed, the record date relating to such redemption shall be selected by the Company and given as provided in this Sectionwriting to the Trustee, which record date shall be not less than 10 days after the date of notice to the Trustee. By 11:00 a.m., New York City time, on the Redemption Date, the Company will shall deposit with the Trustee or with one or more a paying agents agent (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4trust) an amount of money in Dollars sufficient to redeem on pay the redemption date all the price of such Notes (or any portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption pricethereof that are to be redeemed on that date, together with any interest accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such dateRedemption Date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer less than all the Notes are to be redeemed, the Trustee shall select no more than 60 days prior to the Redemption Date, on a pro rata basis, by lot or by such other method as in its sole discretion it shall deem appropriate (or, in the case of Global Notes, by such method as the Depositary may require), the Notes or portions thereof to be redeemed (redeemed; provided that no partial redemption of a Note will occur if such redemption would reduce the principal amount of such Note to less than $2,000. In any case where more than one Note is registered in principal amounts of $1,000 or integral multiples thereof)the same name, by lot, or by a method the Trustee considers fair and appropriate (in its discretion may treat the aggregate principal amount so registered as long as such method is not prohibited if it were represented by one Note. The Trustee shall promptly notify the rules Company in writing of the Notes selected for redemption and, in the case of any United States national securities exchange or of an established automated over-the-counter trading market in Notes selected for partial redemption, the United States on which the Notes are then listed)principal amount thereof to be redeemed. If any Note selected called for partial redemption is converted in part after shall not be so paid upon surrender thereof on such selectionRedemption Date, the converted portion of such Note principal, premium, if any, and interest shall be deemed (so far as is possible) to be bear interest until paid from the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before Redemption Date at the mailing of rate borne by the notice of redemptionNotes. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by an Officer's Certificate which shall be given with notice of the Notes pursuant redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten 45 days (10or such shorter period acceptable to the Trustee in its sole discretion) Business Days prior to the redemption date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee specified in the name such notice. (b) Notice of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as shall be given by the same appear on Trustee, in the Note register (PROVIDED that if the Company shall give such noticemanner provided in Section 15.10 hereof, it shall also give such notice, and notice of the Notes to be redeemed, no less than 30 or more than 60 days prior to the Trustee)date fixed for redemption. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure duly to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the places of redemption and the redemption price (or the method for calculation thereof) at which such Notes are to be redeemed, and shall state that (subject to subsection (e) of this Section) payment of the place redemption price of such Notes or places of payment, that payment portion thereof to be redeemed will be made upon presentation and surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said such notice, and that on from and after said such date interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of a series of Notes having the Notes same terms are to be redeemed, the notice of redemption shall identify specify the Notes or portions thereof to be redeemed. In case If any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On Unless otherwise provided by a supplemental indenture or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (orOrder under Section 2.05 hereof, if the Company is acting as its own paying agentless than all of a series of Notes, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its requesttranche thereof, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are is to be redeemed, the Trustee shall select in such manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Notes so to be redeemed. If less than all of a series of Notes represented by a Global Note is to be redeemed, the particular Notes or portions thereof of such series to be redeemed (shall be selected by the Depositary for such series of Notes in principal amounts such manner as the Depositary shall determine. Notes shall be redeemed only in denominations of $1,000 or integral multiples thereof)1,000, by lot, or by provided that any remaining principal amount of a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted redeemed in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptiondenomination authorized under this Indenture. (e) Upon If at the time of the mailing of any notice of redemption at the option of less than all Notesthe Company, the Company and shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by it and available to be used for the redemption of Notes to redeem all the Notes called for redemption, such notice, at the election of the Company, may (but need not) treat as outstanding any Notes surrendered state that it is conditional and subject to the receipt of the redemption moneys by the Trustee on or before the date fixed for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during that such period in exchange for the unconverted portion notice shall be of any Note converted in part during no effect unless such periodmoneys are so received on or before such date.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.116.01, it shall fix a date for redemptionredemption (each, a “Redemption Date”) and itit or, or at its written request (which must be received by the Trustee at least ten (10) Business Days not less than 55 calendar days prior to the date the Trustee is requested to give notice as described below unless a Redemption Date (or such shorter period is agreed of time as may be acceptable to by the Trustee), the Trustee Trustee, in the name of and at the expense of the Company, shall mail or electronically deliver or cause to be mailed or electronically delivered a notice of such redemption at least twenty Redemption (20a “Redemption Notice”) and not less than 45 nor more than sixty (60) 60 calendar days prior to the date fixed for redemption Redemption Date to the holders each Holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED that Register; provided, however, that, if the Company shall give such notice, it shall also give such notice, and written notice of the Notes to be redeemed, Redemption Date to the Trustee). Such mailing shall be by first class mail. The notice Redemption Date must be a Business Day. (b) The Redemption Notice, if mailed or electronically delivered in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice Redemption Notice by mail or electronic delivery or any defect in the notice Redemption Notice to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption Redemption Notice shall identify specify: (i) the Notes Redemption Date; (including CUSIP number(s)ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount of Notes to be redeemed, Redemption Date; (iv) the date fixed for redemption, the redemption price at which place or places where such Notes are to be redeemedsurrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the third Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable; (vii) the Conversion Rate and, if applicable, the place number of Additional Shares added to the Conversion Rate in accordance with Section 14.03; (viii) the CUSIP, ISIN or places of paymentother similar numbers, that payment will be made upon presentation and surrender of if any, assigned to such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified ; and (ix) in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and, and itin the case of any redemption pursuant to Section 3.1, or it or, at its written request accompanied by the proposed form of notice of redemption (which must be received by the Trustee at least ten (10) Business Days 45 days prior to the date the Trustee is requested to give notice as described below fixed for redemption unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED register, provided that subject to the approval of the form of notice by the Trustee if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes to be redeemed (including CUSIP number(snumbers)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will shall be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will shall be paid as specified in said notice, notice and that on and after said date date, interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will shall expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) . On or prior to the Business Day prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.2, the Company will shall deposit by 11:00 a.m. Eastern Time with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.44.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common StockStock or cash) at the appropriate redemption price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, written request or, if then held by the Company Company, shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will shall give the Trustee written notice in the form of an Officers' ’ Certificate not fewer than twenty-five (25) 45 days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lotlot or, or by in its discretion, on a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)pro rata basis. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) 15 days next preceding the mailing of a notice of redemption and may (but need not) not treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by a Board Resolution which shall be given with notice of the Notes pursuant redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten 45 days (10or such shorter period acceptable to the Trustee in its sole discretion) Business Days prior to the redemption date specified in such notice. In the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name case of and at the expense any redemption of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty Notes (20a) and not more than sixty (60) days prior to the date fixed for expiration of any restriction on such redemption provided in the terms of such Notes or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Notes, the Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with such restriction or condition. (b) Notice of redemption to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as shall be given by the same appear on Trustee, in the Note register (PROVIDED that if the Company shall give such noticemanner provided in Section 16.11 hereof, it shall also give such notice, and notice of the Notes to be redeemed, no less than 30 or more than 60 days prior to the Trustee)date fixed for redemption. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure duly to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes to be redeemed (including CUSIP number(s)“CUSIP” or “ISIN” numbers) to be redeemed, and shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the places of redemption and the redemption price (or the method for calculation thereof) at which such Notes are to be redeemed, and shall state that (subject to subsection (e) of this section) payment of the place redemption price of such Notes or places of payment, that payment portion thereof to be redeemed will be made upon presentation and surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said such notice, and that on from and after said such date interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of a series of Notes having the Notes same terms are to be redeemed, the notice of redemption shall identify specify the Notes or portions thereof to be redeemed. In case If any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On or prior to the redemption date specified in the notice of redemption given as Unless otherwise provided in this Section, the by a Company will deposit with the Trustee or with one or more paying agents (orOrder under Section 2.05 hereof, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer less than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount a series of Notes to be redeemed. If fewer than all the Notes are is to be redeemed, the Trustee shall select in such manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Notes so to be redeemed. If less than all of a series of Notes represented by a Global Note is to be redeemed, the particular Notes or portions thereof of such series to be redeemed (shall be selected by the Depositary for such series of Notes in principal amounts such manner as the Depositary shall determine. Notes shall be redeemed only in denominations of $1,000 or integral multiples thereof), by lot1,000, or such other denominations authorized by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules Company Order pursuant to Section 2.05 hereof, provided that any remaining principal amount of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any a Note selected for partial redemption is converted redeemed in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptiondenomination authorized under this Indenture. (e) Upon If at the time of the mailing of any notice of redemption at the option of less than all Notesthe Company, the Company and shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by it and available to be used for the redemption of Notes to redeem all the Notes called for redemption, such notice, at the election of the Company, may (but need not) treat as outstanding any Notes surrendered state that it is conditional and subject to the receipt of the redemption moneys by the Trustee on or before the date fixed for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated that such notice shall be of no force and delivered during effect unless such period in exchange for the unconverted portion of any Note converted in part during moneys are so received on or before such perioddate.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentythirty-five (2535) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and, and itin the case of any redemption pursuant to Section 3.1, or it or, at its written request accompanied by the proposed form of notice of redemption (which must be received by the Trustee at least ten (10) Business Days 10 days prior to the date the Trustee is requested to give notice as described below below, unless a shorter period is agreed to by the TrusteeTrustee for its convenience), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED register, provided that subject to the approval of the form of notice by the Trustee if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes to be redeemed (including CUSIP number(snumbers)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will shall be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will shall be paid as specified in said notice, notice and that on and after said date date, interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) . On or prior to the Business Day prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.2, the Company will shall deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.44.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will shall give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) 45 days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lotlot or, or by in its discretion, on a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemptionpro rata basis. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and, and itin the case of any redemption pursuant to Section 3.1, or it or, at its request accompanied by the proposed form of notice of redemption (which must be received by the Trustee at least ten (10) Business Days days prior to the date the Trustee is requested to give notice as described below below, unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED register; provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify specify (a) the Notes to be redeemed (including CUSIP number(snumbers), (b) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, (c) the date fixed for redemption, (d) the redemption price at which Notes are to be redeemed, (e) the place or places of payment, (f) that payment will shall be made upon presentation and surrender of such Notes, (g) that interest accrued to, but excluding, to the date fixed for redemption will and any Make-Whole Payment shall be paid as specified in said notice, notice and (h) that on and after said date date, interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will shall expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) . Any such notice of redemption must contain a specific statement by the Trustee that no representation or warranty is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes. On or prior to the Business Day prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.2, the Company will shall deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.44.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued and unpaid interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such dateand any Make-Whole Payment. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, request or, if then held by the Company Company, shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will shall give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) 45 days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all the Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) 15 days next preceding the mailing of a notice of redemption and may (but need not) not treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by a Board Resolution which shall be given with notice of the Notes pursuant such redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date giving of the Trustee is requested notice of redemption to Holders of such Notes. The selection of Notes or portions thereof to be redeemed prior to their Stated Maturity shall be in the sole discretion of the Company; PROVIDED that the Company shall give notice as described below unless a shorter period is agreed thereof to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days accordance with Section 3.02(b). Each Note which by its terms is redeemable prior to its Stated Maturity may be redeemed by the date fixed for Company in whole or in part without also redeeming any other Note which is redeemable prior to its Stated Maturity. (b) Notice of redemption to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if shall be given by the Company shall give such notice(or, it shall also give such noticeat the Company's request, by the Trustee in the name and notice at the expense of the Notes to be redeemed, Company) in the manner provided in Section 15.10 at least 30 but not more than 60 calendar days prior to the Trustee)Redemption Date. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure duly to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemedRedemption Date, the date fixed for redemption, places of redemption and the redemption price at which such Notes are to be redeemed, the place or places of payment, and shall state that payment of the redemption price of such Notes or portion thereof to be redeemed will be made upon presentation and on surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, Accrued Interest to the date fixed for redemption Redemption Date will be paid as specified in said notice, such notice and that on from and after said such date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all the Notes having the same terms are to be redeemed, the notice of redemption shall identify specify the particular Notes or portions thereof to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On or prior to If at the redemption date specified in time of the mailing of any notice of redemption given as provided in this Section, the Company will deposit with shall not have irrevocably directed the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money apply funds deposited with the Trustee or any paying agent or so segregated held by it and held in trust available to be used for the redemption of such Note shall be paid Notes to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than redeem all the Notes are called for redemption, such notice may state that it is subject to be redeemed, the Company will give receipt of the redemption moneys by the Trustee written before the Redemption Date and that such notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (of no effect unless such moneys are so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any received before such Note is converted as a whole or in part before the mailing of the notice of redemptiondate. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty thirty (2030) and not more than sixty ninety (6090) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and notice of the aggregate amount of Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the "CUSIP" number or numbers of such Notes, if any, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty thirty (2030) and not more than sixty ninety (6090) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register Register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and notice of the aggregate amount of Notes to be redeemed, to the Trustee). Such mailing notice shall be irrevocable. Notice shall be mailed by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the "CUSIP" number or numbers of such Notes, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire, which shall be the close of business on the redemption date. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. 1:00 p.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Officer's Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed, and the Company, or at its request, the Trustee in the name of and at the expense of the Company, shall give the holders at least thirty (30) days' notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of One Thousand United States Dollars ($1,000 1,000) or integral multiples thereof), on a pro rata basis or by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case If the Company shall desire to exercise the Issuer exercises its right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.112.01, it shall fix a date for redemptionredemption (each, a “Redemption Date”) and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, it shall mail or cause to be mailed send a notice of such redemption at least twenty Tax Redemption (20a “Redemption Notice”) and not less than thirty (30) calendar nor more than sixty (60) calendar days prior to the date fixed for redemption Redemption Date to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such noticeredeemed; provided, it shall also give such noticehowever, and notice of the Notes to be redeemedthat, notwithstanding anything to the Trustee). Such mailing contrary herein, no Redemption Notice shall be by first class mailgiven earlier than 90 calendar days prior to the earliest date on which the Issuer would, but for such Tax Redemption, be obligated to make payments of Additional Amounts and at the time any such Redemption Notice is given, such obligation to pay such Additional Amounts must remain in effect. The notice if mailed in the manner herein provided shall Redemption Date must be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other NoteBusiness Day. (b) Each such notice of redemption Redemption Notice shall identify specify: (i) the Notes Redemption Date; (including CUSIP number(s)ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount Redemption Date (except as provided in the definition of Notes Redemption Price with respect to be redeemed, a Redemption Date that falls after a Regular Record Date but on or prior to the date fixed for redemption, immediately succeeding Interest Payment Date); (iv) the redemption price at which place or places where such Notes are to be redeemedsurrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for exchange at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures an exchanging Holder must follow to exchange its Notes and the Settlement Method and Specified Dollar Amount, if applicable; (vii) the Exchange Rate and, if applicable, the place number of Additional Shares added to the Exchange Rate in accordance with Section 10.03; and (viii) the CUSIP, ISIN or places of paymentother similar numbers, that payment will be made upon presentation and surrender of if any, assigned to such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior A Redemption Notice shall be irrevocable and will not be subject to conditions, and outstanding Notes will become due and payable at the redemption date specified Redemption Price on the Redemption Date. (d) Upon receiving a Redemption Notice, each Holder shall have the right to elect to not have its Notes redeemed, in which case the Issuer shall not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such Change in Tax Law that resulted in the notice of redemption given as provided obligation to pay such Additional Amounts (whether upon exchange, repurchase, maturity or otherwise, and whether in this Sectioncash, Common Shares, Reference Property or otherwise) after the Company will deposit with the Trustee or with one or more paying agents Redemption Date (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient Issuer fails to redeem pay the Redemption Price on the redemption Redemption Date, such later date on which the Issuer pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such relevant taxing jurisdiction taxes required by law to be deducted or withheld as a result of such Change in Tax Law; provided that, notwithstanding the foregoing, if a Holder electing not to have its Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excludingredeemed exchanges its Notes, the date fixed for redemption; PROVIDED that Issuer shall be obligated to pay Additional Amounts, if any, with respect to such payment is made on exchange. (e) A Holder electing to not have its Notes redeemed must deliver to the redemption date it must Trustee a written notice of such election so as to be received by the Trustee or paying agent, as prior to the case may be, by 10:00 a.m. New York City time, close of business on such date. If any Note called for redemption is converted pursuant hereto, any money deposited the second Scheduled Trading Day immediately preceding the Redemption Date; provided that a Holder that complies with the Trustee or requirements for exchange described under Section 10.02 will be deemed to have delivered a notice of its election to not have its Notes so redeemed. A Holder may withdraw any paying agent or so segregated and held in trust for the redemption notice of election (other than such Note shall be paid a deemed notice of election) by delivering to the Company upon its request, Trustee a written notice of withdrawal prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date (or, if then held by the Company shall be discharged from Issuer fails to pay the Redemption Price on the Redemption Date, such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption later date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listedIssuer pays the Redemption Price). If any Note selected for partial redemption no election is converted in part after such selectionmade or deemed to have been made, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Holder will have its Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that redeemed without any such Note is converted as a whole or in part before the mailing of the notice of redemptionfurther action. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) Trading Days and not more than sixty (60) days Trading Days prior to the date fixed for a redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentythirty-five (2535) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire elects to exercise the right rights to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1a series of Notes, it shall fix a date for redemption, and it, or redemption (the "Redemption Date"). Notice of redemption of Notes to be redeemed at its request (which must the election of the Company shall be received given by the Trustee Company, or, at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to Company's request, by the Trustee), the Trustee in the name of and at the expense of the Company. The Company or the Trustee, as the case may be, shall mail or cause to be mailed a give notice of such redemption redemption, at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for a redemption to the holders of such Notes so to be redeemed as a whole or redeemed. Notice given in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any such Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other such Note. (b) . If the Company requests the Trustee to give any notice of redemption, it shall make such request at least 5 days prior to the designated date for delivering such notice, unless a shorter period is satisfactory to the Trustee. Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which such Notes are to be redeemed, the place or places CUSIP numbers of paymentsuch Notes, that payment the Place of Payment where such Notes will be made paid upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion portions thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of the Notes are series is to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-specify the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.13.01, it shall fix a date for redemptionredemption and, and itin the case of any redemption pursuant to Section 3.01, or it or, at its request accompanied by the proposed form of notice of redemption (which must be received by the Trustee at least ten (10) Business Days days prior to the date the Trustee is requested to give notice as described below below, unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall publish a notice in THE WALL STREET JOURNAL and mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED register, provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes to be redeemed (including CUSIP number(snumbers)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will shall be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will shall be paid as specified in said notice, notice and that on and after said date date, interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) On or prior to the redemption date Business Day prior to the Redemption Date specified in the notice of redemption given as provided in this SectionSection 3.02, the Company will shall deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, request or, if then held by the Company Company, shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will shall give the Trustee written notice in the form of an Officers' Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date Redemption Date as to the aggregate principal amount of Notes to be redeemed. . (d) If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of one thousand dollars ($1,000 1,000) or integral multiples thereof), by lotlot or, or by in its discretion, on a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemptionpro rata basis. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire elects to exercise the right rights to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1a series of Notes, it shall fix a date for redemption, and it, or redemption (the "Redemption Date"). Notice of redemption of Notes to be redeemed at its request (which must the election of the Company shall be received given by the Trustee Company, or, at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to Company's request, by the Trustee), the Trustee in the name of and at the expense of the Company. The Company or the Trustee, as the case may be, shall mail or cause to be mailed a give notice of such redemption redemption, at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for a redemption to the holders of such Notes so to be redeemed as a whole or redeemed. Notice given in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any such Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other such Note. (b) . If the Company requests the Trustee to give any notice of redemption, it shall make such request at least 5 days prior to the designated date for delivering such notice, unless a shorter period is satisfactory to the Trustee. Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which such Notes are to be redeemed, the place or places CUSIP numbers of paymentsuch Notes, that payment the Place of Payment where such Notes will be made paid upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion portions thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of the Notes are series is to be redeemed, the notice of redemption shall identify specify the numbers of the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes of the same series in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to before the redemption date specified in the notice of redemption given as provided in this SectionRedemption Date, the Company will deposit in trust with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date Redemption Date all the Notes (or portions thereof) of Notes so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest tointerest, but excludingif any, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer less than all the of a series of Notes are is to be redeemed, the Company will give the Trustee adequate written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.at

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.116.01, it shall fix a date for redemptionRedemption (each, a “Redemption Date”) and itit or, or at its written request (which must be received by the Trustee at least ten (10) not less than 5 Business Days prior to the date the Trustee such Redemption Notice is requested to give notice as described below unless a be sent (or such shorter period is agreed of time as may be acceptable to by the Trustee), the Trustee Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a notice of such redemption at least twenty Redemption (20a “Redemption Notice”) and not less than 30 nor more than sixty (60) 60 calendar days prior to the date fixed for redemption Redemption Date to the holders of Notes each Holder so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED part; provided, however, that if the Company shall give such notice, it shall also give such notice, and written notice of the Notes Redemption Date to be redeemedthe Trustee, to the Exchange Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). Such mailing shall The Redemption Date must be by first class mail. a Business Day. (b) The notice Redemption Notice, if mailed delivered in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail Redemption Notice or any defect in the notice Redemption Notice to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption Redemption Notice shall identify specify: (i) the Notes Redemption Date; (including CUSIP number(sii) the record date (if applicable); (iii) the Redemption Price and Additional Amounts, if any, to be paid; (iv) that on the Redemption Date, the Redemption Price and Additional Amounts, if any, will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount of Notes to be redeemed, Redemption Date; (v) the date fixed for redemption, the redemption price at which place or places where such Notes are to be redeemedsurrendered for payment of the Redemption Price and Additional Amounts, if any; (vi) that Holders may surrender their Notes for exchange at any time prior to the close of business on the Business Day immediately preceding the Redemption Date; (vii) the procedures an exchanging Holder must follow to exchange its Notes; (viii) the Exchange Rate and, if applicable, the place number of Additional Shares added to the Exchange Rate in accordance with Section 14.03; (ix) the CUSIP, ISIN or places of paymentother similar numbers, that payment will be made upon presentation and surrender of if any, assigned to such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified ; and (x) in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued.. In addition, in the case of a Tax Redemption, such Redemption Notice shall specify: (ci) On or that Holders have the right to elect not to have their Notes redeemed by delivering to the Trustee (x) in the case of a Global Note, subject to the Depositary’s Applicable Procedures, notice to that effect via the Depositary’s Applicable Procedures, and (y) in the case of Physical Notes, written notice to that effect, in each case not later than the 5th Business Day prior to the redemption date specified Redemption Date; (ii) that, in the notice case of redemption given as provided a Tax Redemption, Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth in this SectionIndenture; and (iii) that, on and after the Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts on any payments with respect to such Notes (whether upon conversion, repurchase, maturity or otherwise) solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts (for the avoidance of doubt, excluding any obligation to pay Additional Amounts (if any) that existed prior to such Change in Tax Law for which the Company will deposit continue to pay Additional Amounts), and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction, provided that a Holder complying with the Trustee or with one or more paying agents (orrequirements for conversion described under Section 14.02 before the close of business on the Business Day immediately preceding the Redemption Date will be deemed to have validly delivered a notice of its election not to have its Notes redeemed, and the Company, will pay Additional Amounts, if the Company is acting as any are due, with respect to such Holder’s conversion of its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such dateNotes. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note A Redemption Notice shall be paid to the Company upon its request, or, if then held by the Company shall irrevocable. A Redemption may not be discharged from such trustconditional. (d) If fewer than all of the outstanding Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all redeemed will be selected according to the Depositary’s applicable procedures, in the case of Notes are to be redeemedrepresented by a Global Note, or, in the Trustee shall select the case of Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof)represented by Physical Notes, by lot, or by on a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)pro rata basis. If any Note selected for partial redemption is converted submitted for exchange in part after such selection, the converted portion of such the Note submitted for exchange shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The , subject, in the case of Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereofrepresented by a Global Note, notwithstanding that any such Note is converted as a whole or in part before to the mailing of the notice of redemptionDepositary’s Applicable Procedures. (e) Upon any redemption Notwithstanding anything to the contrary in this Article 16, if the Company has given a Redemption Notice in connection with a Tax Redemption as described in Section 16.01(b), subject to, in the case of less than all Notesa Global Note, the Depositary’s Applicable Procedures, each Holder of Notes will have the right to elect that such Holder’s Notes will not be subject to the Tax Redemption. If a Holder elects that its Notes will not be subject to the Tax Redemption, the Company will not be required to pay Additional Amounts with respect to payments made in respect of such Holder’s Notes following the Tax Redemption Date solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts (for the avoidance of doubt, excluding any obligation to pay Additional Amounts (if any) that existed prior to such Change in Tax Law for which the Company will continue to pay Additional Amounts), and all subsequent payments in respect of such Notes will be subject to any tax required to be withheld or deducted under the laws of a Relevant Taxing Jurisdiction. In addition, the obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall continue to apply, subject to the exceptions set forth under Section 4.10. Holders must exercise their option to elect to avoid the Tax Redemption by written notice thereof to the Trustee may (but need not) treat as outstanding any Notes surrendered no later than the 5th Business Day prior to the Tax Redemption Date; provided that a Holder complying with the requirements for conversion during exchange pursuant to Section 14.02 before the period close of fifteen (15) days next business on the Business Day immediately preceding the mailing of Redemption Date shall be deemed to have validly delivered a notice of redemption its election not to have its Notes redeemed in the Tax Redemption, and may (but need not) treat as not outstanding the Company will pay Additional Amounts, if any Note authenticated and delivered during are due, with respect to such period in Holder’s exchange for of its Notes. If no election is made or deemed to have been made, the unconverted portion of Holder will have its Notes redeemed without any Note converted in part during such periodfurther action.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the such right to redeem all or, as the case may be, any part of the Notes pursuant in accordance with the right reserved so to Section 3.1do, it shall fix a date for redemption, and itthe Company, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)Company's written request, the Trustee in the name of and at the expense of the Company, shall mail or cause give notice of such redemption to holders of the Notes to be mailed redeemed as hereinafter in this Section 4.2 provided. Notice of redemption shall be given to the holders of Notes to be redeemed as a whole or in part by mailing by first-class mail a notice of such redemption at least twenty (20) and not less than 30 nor more than sixty (60) 60 days prior to the date fixed for redemption to their last addresses as they shall appear in the holders Note Register, but failure to give such notice by mailing to the holder of Notes so to be redeemed any Note designated for redemption as a whole or in part at their last addresses as part, or any defect therein, shall not affect the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice validity of the Notes to be redeemed, to proceedings for the Trustee)redemption of any other Notes. Such mailing shall be by first class mail. The Any notice if which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such the notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify state the CUSIP number of the Notes (including CUSIP number(s)) to be redeemed, redeemed and shall specify the aggregate total principal amount of Notes to be redeemed, the date fixed for redemption, redemption and the redemption price at which Notes are to be redeemed, the place or places of payment, and shall state that payment of the redemption price of the Notes to be redeemed will be made at the office or agency to be maintained by the Company in accordance with the provisions of Section 5.2, upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all the Notes are to be redeemed, the notice of redemption to each holder shall state the aggregate principal amount of the Notes to be redeemed and shall identify the Notes of such holders to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed (which shall be $1,000 or an integral multiple thereof), and shall state that on and after the date fixed for redemption, upon surrender of such Note, the holder will receive the redemption price together with accrued interest in respect of the principal amount thereof called for redemption and, without charge, a new Note or Notes in of authorized denominations for the principal amount equal to the unredeemed portion thereof will be issued. (c) remaining unredeemed. On or prior to the date fixed for redemption date specified in the notice of redemption given as provided in this SectionSection 4.2, the Company will deposit with the Trustee or with one or more paying agents Paying Agents (or, if the Company is acting as its own paying agentPaying Agent, set aside, segregate and hold in trust as provided in Section 5.45.4(c)) an amount of money immediately available funds sufficient to redeem on the date fixed for redemption date all the Notes (or portions thereof) of Notes so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the The Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate Trustee, not fewer less than twenty-five (25) 45 nor more than 60 days (or such shorter period of time as may be acceptable to the Trustee) prior to in advance of the redemption date as to fixed for redemption, notice of the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, and thereupon the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 by lot or integral multiples thereof), by lot, or by a such other method as the Trustee considers shall deem fair and appropriate (as long as such method is not prohibited by and shall thereafter promptly notify the rules Company of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) or portions thereof to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptionredeemed. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its right to redeem all orall, as in the case may beof an Acquisition Non-occurrence Redemption pursuant to ‎Section 16.01, or all or any part of the Notes Notes, in the case of a Sale Price Redemption pursuant to Section 3.1‎Section 16.02, it shall fix a date for redemptionredemption (each, a “Redemption Date”) and itit or, or at its written request (which must be received by the Trustee at least ten (10) not less than five Business Days prior to the date the Trustee such Notice of Redemption is requested to give notice as described below unless a be sent (or such shorter period is agreed of time as may be acceptable to by the Trustee), the Trustee Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a notice of such redemption at least twenty (20regardless of the circumstances giving rise to such redemption, a “Notice of Redemption” and, in the case of a Sale Price Redemption only, a “Notice of Sale Price Redemption”) and not less than 65 nor more than sixty (60) days 85 Scheduled Trading Days prior to the date fixed for redemption Redemption Date to the holders of Notes each Holder so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that part; provided, however, that, if the Company shall give such notice, it shall also give such notice, and written notice of the Notes Redemption Date to be redeemedthe Trustee, to the Paying Agent (if other than the Trustee) and the Conversion Agent (if other than the Trustee). Such mailing shall The Redemption Date must be by first class mail. a Business Day, and the Company may not specify a Redemption Date (i) after July 3, 2023 in the case of an Acquisition Non-occurrence Redemption or (ii) that falls on or after the 61st Scheduled Trading Day immediately preceding the Maturity Date in the case of a Sale Price Redemption. (b) The notice Notice of Redemption, if mailed delivered in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail Notice of Redemption or any defect in the notice Notice of Redemption to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice Notice of redemption Redemption shall identify the Notes provision of this Indenture permitting redemption and shall specify: (including CUSIP number(s)i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount of Notes to be redeemed, Redemption Date; (iv) the date fixed for redemption, the redemption price at which place or places where such Notes are to be redeemedsurrendered for payment of the Redemption Price; (v) that Holders of Called Notes may surrender their Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Called Notes and the Cash Percentage; (vii) the Conversion Rate and, if applicable in a Sale Price Redemption, the place number of Additional Shares added to the Conversion Rate in accordance with ‎Section 14.03; (viii) the CUSIP, ISIN or places of paymentother similar numbers, that payment will be made upon presentation and surrender of if any, assigned to such Notes; and (ix) in the case of a Sale Price Redemption pursuant to ‎Section 16.02, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case if any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) On or prior to the redemption date specified in the notice . A Notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note Redemption shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trustirrevocable. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its right to redeem all or, as the case may be, or any part of the Notes pursuant to Section 3.116.01, it shall fix a date for redemptionredemption (each, a “Redemption Date”) and it shall deliver or cause to be delivered a notice of such redemption (a “Notice of Redemption”) not less than 30 nor more than 40 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and each Holder. The Redemption Date must be a Business Day. The Company shall not specify a Redemption Date that falls on or after the 27th Scheduled Trading Day immediately preceding the Maturity Date. (b) Each Notice of Redemption shall specify: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and itthat interest thereon, if any, shall cease to accrue on and after the Redemption Date unless the Company defaults in the payment of the Redemption Price; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder may convert such Notes until the date on which the Redemption Price has been paid or duly provided for); (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable; (vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03; (viii) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date of such Redemption Notice and on or prior to the second Business Day immediately preceding the related Redemption Date; (ix) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and (x) if any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. A Notice of Redemption shall be irrevocable. At the Company’s prior written request, the Trustee shall give the Notice of Redemption in the Company’s name and at its request (which must be received by expense; provided, however, that the Company shall have delivered to the Trustee at least ten (10) not later than the close of business two Business Days prior to the date the Trustee Notice of Redemption is requested to give notice as described below be sent (unless a shorter period is agreed shall be satisfactory to by the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Notice of Redemption together with the Notice of Redemption to be given setting forth the information to be stated therein as provided in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mailpreceding paragraph. The notice Notice of Redemption, if mailed given in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail Notice of Redemption or any defect in the notice Notice of Redemption to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all of the outstanding Notes are to be redeemedredeemed pursuant to Section 16.01, (i) if the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes redeemed are to be redeemedPhysical Notes, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof), ) by lot, pro rata or by a another method the Trustee considers to be fair and appropriate appropriate, and (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which ii) if the Notes to be redeemed are then listed)Global Notes, the Notes to be redeemed will be selected in accordance with the Applicable Procedures. If any Note selected for partial redemption is converted submitted for conversion in part after such selection, the converted portion of such the Note submitted for conversion shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case If the Company shall desire wishes to exercise the its right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.13.03, it shall fix a date for redemptionRedemption (each, a “Redemption Date”), and itit or, or at its written request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by Trustee, the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a provide notice of such redemption at least twenty Redemption (20a “Redemption Notice”) and not less than 10 nor more than sixty (60) 30 calendar days prior to the date fixed for redemption Redemption Date by mail or electronic delivery to the holders each Holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mailRegister. The notice Redemption Date must be a Business Day. (b) The Redemption Notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice Redemption Notice by mail to the Holder of any Note designated for Redemption as a whole or in part, or any defect in the notice to the holder of any Note designated for redemption as a whole or in part Redemption Notice, shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption Redemption Notice shall identify specify: (i) the Notes Redemption Date; (including CUSIP number(s)ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount of Notes to be redeemed, Redemption Date; (iv) the date fixed for redemption, the redemption price at which place or places where such Notes are to be redeemedsurrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the Close of Business on the Business Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes; (vii) the then-current Conversion Rate; (viii) the CUSIP and ISIN or other similar numbers, the place or places of paymentif any, that payment will be made upon presentation and surrender of assigned to such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified ; and (ix) in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (cd) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note A Redemption Notice shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trustirrevocable. (de) If fewer than all of the outstanding Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may Notes shall be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed selected for Redemption (in principal amounts of $1,000 or integral multiples thereof)) in accordance with the Applicable Procedures of DTC, in the case of Global Notes, and by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on case of certificated Notes. (f) If a Holder converts a Note a portion of which the Notes are then listed). If any Note has been selected for partial redemption is converted in part after such selectionRedemption, the converted portion of such Note shall will be deemed (so far as is possible) to be from the portion to be selected for redemption. The Notes Redemption. (g) In the event of any Redemption in part, the Company shall not be required to register the transfer of or portions thereof) exchange any Note so selected shall be deemed duly selected for redemption for all purposes hereofRedemption, notwithstanding that any such Note is converted as a in whole or in part before part, except the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted unredeemed portion of any Note converted being redeemed in part during such periodpart.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all all, or, as the case may be, any part of the a series of Notes pursuant to Section 3.14.01, it the Company shall fix a date for redemptionredemption and the Company, and itor, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)Company’s request, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 15 and not more than sixty (60) 30 days prior to the date fixed for redemption to the holders Holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee)Register. Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice . Notice of redemption shall identify be given in the Notes (including CUSIP number(s)) to be redeemed, name of the Company and shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes of any series are to be redeemed, the place Place of Payment (which shall be at the offices or places of paymentagencies to be maintained by the Company pursuant to Section 5.02), that payment of the redemption price will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion portions thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price , and the date on Section of this Indenture pursuant to which the right to convert such Notes or portions thereof into Common Stock will expirebe redeemed. If fewer In case less than all the Notes of any series are to be redeemed, the notice of redemption shall also identify the particular Notes to be redeemedredeemed as a whole or in part, as selected by the Trustee in accordance with this Section 4.02. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes of such series in aggregate principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior issued without charge to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such dateHolder. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer less than all the Notes of any series are to be redeemed, the Company will shall give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) notice, at least 25 days (or such shorter period of time as may be acceptable to the Trustee) prior to in advance of the redemption date fixed for redemption, as to the aggregate principal amount of Notes to be redeemed. If fewer than all Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes are to be redeemed, of such series or any multiple thereof. Thereupon the Trustee shall select select, on a pro rata basis (to the nearest integral multiple of $1,000), the Notes or portions thereof to be redeemed (redeemed, in accordance with the principal amounts amount of Notes registered in the name of each Holder or by lot or by such other means as the Trustee may deem equitable and expedient, and shall as promptly as practicable notify the Company of the Notes or portions thereof so selected. For this purpose the Trustee may make regulations with regard to the manner in which such Notes may be selected, and regulations so made shall be valid and binding upon all Holders. Notes in denominations in excess of $1,000 may be selected and called for redemption in part only (such part being $1,000 or an integral multiples multiple thereof). For all purposes of this Indenture, by lotunless the context otherwise requires, all provisions relating to the redemption of Notes of any series shall relate, in the case of any Note redeemed or by a method to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed. No later than one Business Day prior to the date fixed for redemption specified in the notice of redemption given as provided in this Section 4.02, the Company will deposit with the Trustee considers fair and appropriate (as long as such method is not prohibited by or with the rules Paying Agent an amount of any United States national securities exchange or of an established automated over-the-counter trading market money in the United States on currency in which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (series are payable sufficient to redeem on the date fixed for redemption all the Notes so far as is possible) called for redemption at the appropriate redemption price, together with accrued interest to be the portion to be selected date fixed for redemption. The Notes (or portions thereof) so selected Trustee shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that not mail any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted series of Notes during the continuation of any default in part during payment of interest on any series of Notes when due or of any Event of Default, except that where notice of redemption with respect to any series of Notes shall have been mailed prior to the occurrence of such perioddefault or Event of Default, the Trustee shall redeem such Notes provided funds are deposited with it for such purpose.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by a Board Resolution which shall be given with notice of the Notes pursuant such redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date giving of the Trustee is requested notice of redemption to Holders of such Notes. The selection of Notes or portions thereof to be redeemed prior to their Stated Maturity shall be in the sole discretion of the Company; provided that the Company shall give notice as described below unless a shorter period is agreed thereof to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days accordance with Section 3.2(b). Each Note which by its terms is redeemable prior to its Stated Maturity may be redeemed by the date fixed for Company in whole or in part without also redeeming any other Note which is redeemable prior to its Stated Maturity. (b) Notice of redemption to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if shall be given by the Company shall give such notice(or, it shall also give such noticeat the Company request, by the Trustee in the name and notice at the expense of the Notes to be redeemed, Company) in the manner provided in Section 14.10 at least 30 but not more than 60 calendar days prior to the Trustee)Redemption Date. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure duly to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemedRedemption Date, the date fixed for redemption, places of redemption and the redemption price at which such Notes are to be redeemed, the place or places of payment, and shall state that payment of the redemption price of such Notes or portion thereof to be redeemed will be made upon presentation and on surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, Accrued Interest to the date fixed for redemption Redemption Date will be paid as specified in said notice, such notice and that on from and after said such date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all the Notes having the same terms are to be redeemed, the notice of redemption shall identify specify the particular Notes or portions thereof to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On or prior to If at the redemption date specified in time of the mailing of any notice of redemption given as provided in this Section, the Company will deposit with shall not have irrevocably directed the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money apply funds deposited with the Trustee or any paying agent or so segregated held by it and held in trust available to be used for the redemption of such Note shall be paid Notes to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than redeem all the Notes are called for redemption, such notice may state that it is subject to be redeemed, the Company will give receipt of the redemption moneys by the Trustee written before the Redemption Date and that such notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (of no effect unless such moneys are so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any received before such Note is converted as a whole or in part before the mailing of the notice of redemptiondate. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and it or, and it, or at its written request (which must be received by the Trustee at least ten not fewer than forty-five (1045) Business Days days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)fixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) 30 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such notice, it shall also give such written notice, and written notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP numbers, the date fixed for redemptionredemption which shall be a Business Day, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.2, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the . Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the 144A Global Note, the Regulation S Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lotlot or, or by in its discretion, on a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)pro rata basis. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case If the Company shall desire elects to exercise the its right to redeem all or, as the case may be, or any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, redemption and it, or at its written request (which must be received by the Trustee at least ten five (105) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty not fewer than thirty (2030) and not nor more than sixty (60) days prior to the date fixed for redemption to the holders each holder of Notes so to be redeemed as a in whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED and to the Beneficial Owners in accordance with the procedures established by the Depositary and the Trustee; provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such notice of redemption, the Company shall (i) issue a press release announcing such redemption, (ii) publish such information once in a daily newspaper printed in the English language and of general circulation in the Borough of Manhattan, City of New York, New York, and (iii) publish such information on the Company's website; it being understood that the form and content of such press release and such publications shall be determined by the Company in its sole discretion. None of the failure to issue any such press release nor make such publications nor any defect therein shall affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. (b) Each If the Company elects to exercise its right to redeem the Notes in whole pursuant to Section 3.2, it shall fix a date for redemption and it, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption on a date that is at least thirty (30) and not more than sixty (60) days prior to the date fixed for redemption, which shall not be later than sixty (60) days following the effective date of the event or circumstance resulting in the Change in Control, to each holder of Notes at its last address as the same appears on the Note register and to the Beneficial Owners in accordance with the procedures established by the Depositary and the Trustee, provided that if the Company shall give such notice, it shall also give such notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note shall not affect the validity of the proceedings for the redemption of any other Note. The notice shall state that a Change in Control has occurred or may occur and shall describe the event or circumstance which has resulted or may result in a Change in Control, shall be accompanied by a copy of any press release or other public announcement of the Change in Control event, and may state that the Company's obligation to redeem the Notes is subject to consummation of the Change in Control event. Concurrently with the mailing of any such notice of redemption, the Company shall (i) issue a press release announcing such redemption, (ii) publish such information once in a daily newspaper printed in the English language and of general circulation in the Borough of Manhattan, City of New York, New York, and (iii) publish such information on the Company's website; it being understood that the form and content of such press release and such publications shall be determined by the Company in its sole discretion. None of the failure to issue any such press release nor make such publications nor any defect therein shall affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. (c) In addition to the information specified in Section 3.3(b), if applicable, each such notice of redemption shall identify indicate that the Company has exercised its right to redeem the Notes (including CUSIP number(s)) to be redeemed, in respect of which notice is given and shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP number or numbers of the Notes being redeemed, the date fixed for redemptionredemption (which shall be a Business Day), the redemption price at which Notes are to be redeemed, the place or places of payment, payment that payment will be made upon presentation and surrender of such Notes, including any procedures applicable to a redemption to be accomplished through book-entry transfer, that accrued and unpaid interest accrued to, to (but excluding, ) the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed (as the case may be) will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemedredeemed (including CUSIP numbers). In case the event any Note represented by a certificate is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemption, upon presentation and surrender of such Note, a new Note or Notes in an aggregate principal amount equal to the unredeemed portion thereof will be issuedissued without cost to the holder of such Note. (cd) On or prior to If the redemption date specified in the Company gives notice of redemption given as provided in this SectionSection 3.3, then the Company will shall, on the date fixed for redemption, before 12:00 p.m., New York City time, with respect to: (i) Notes held by the Depositary or its nominees, deposit or cause to be deposited, irrevocably with the Trustee or with one or more any paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) agent an amount of money sufficient to redeem on the date fixed for redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate applicable redemption price, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption and shall give the Trustee or any paying agent irrevocable instructions and authority to pay such amount to holders of such Notes upon book-entry transfer of such Notes to the Trustee's account at the Depositary; (ii) Notes held in certificated form, deposit or cause to be deposited, irrevocably with the Trustee an amount of money sufficient to redeem on the date fixed for redemption all the Notes so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the applicable redemption price, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption and shall give the Trustee irrevocable instructions and authority to pay such amount to holders of such Notes upon surrender of their certificates evidencing such Notes. (e) Payment of the redemption price for Notes, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption is conditioned upon book-entry transfer or physical delivery of certificates representing the Notes, together with any necessary endorsements, to the Trustee, or the Trustee's account at the Depositary, at any time after delivery of the notice of redemption. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any paying agent pursuant to this Section 3.3 in excess of the amounts required hereunder to pay the redemption price and accrued and unpaid interest to, but excluding, the date fixed for redemption; PROVIDED that . Payment of the redemption price for the Notes, together with accrued and unpaid interest to (but excluding) the date fixed for redemption, will be made: (i) if such payment is book-entry transfer or physical delivery of the Notes has been made by or on the redemption date it must be received fixed for redemption, on the date fixed for redemption, or (ii) if book-entry transfer or physical delivery of the Notes has not been made by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date, at the time of book-entry transfer or physical delivery of the Notes. If any Note called for redemption is converted into Common Stock pursuant heretoto Article XV prior to the date fixed for redemption, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company Company, shall be discharged from such trust. (d) If fewer than all the . Whenever any Notes are to be redeemedredeemed pursuant to Section 3.1 or 3.2, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five sixty (2560) days (or such shorter period of time as may be acceptable to the Trustee) prior to the date fixed for redemption date as to the aggregate principal amount of Notes to be redeemed. . (f) If fewer less than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 50 or integral multiples thereof), ) by lot, on a pro rata basis or by a another method the Trustee considers deems fair and appropriate (as long as such method is not prohibited by the rules in its sole discretion. If a portion of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the a holder's Notes are then listed). If any Note selected for partial redemption is converted in part after pursuant to Section 3.1 and such selectionholder elects to convert a portion of its Notes into Common Stock pursuant to Article XV prior to the date fixed for redemption, the then such converted portion of such Note shall be deemed (so far as is possible) to be taken from the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a submitted for conversion, into Common Stock pursuant to Article XV, in whole or in part part, before the mailing of the notice of redemption. In the event any Note represented by a certificate is to be redeemed in part only, upon presentation of such Note, the Company shall execute and the Trustee shall authenticate and deliver to the holder of such Note, at the expense of the Company, a new Note or Notes in an aggregate principal amount equal to the unredeemed portion of such Note. (eg) Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not) ), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion into Common Stock pursuant to Article XV, during the period of fifteen (15) days next immediately preceding the mailing of a notice of redemption redemption, and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted into Common Stock pursuant to Article XV, in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty thirty (2030) and not more than sixty ninety (6090) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register Register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and notice of the aggregate amount of Notes to be redeemed, to the Trustee). Such mailing Subject to Section 3.1 hereof, such notice of redemption (a “Redemption Notice”) shall be irrevocable. Mailing of the Redemption Notice shall be by first class mail. The notice mail and, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice Redemption Notice by mail or any defect in the notice Redemption Notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. . Concurrently with the mailing of any such Redemption Notice (b) Each or any withdrawal of such Redemption Notice or notice of redemption an Equity Conditions Failure), the Company shall identify issue a press release announcing such redemption, the Notes (including CUSIP number(s)) to form and content of which press release shall be redeemeddetermined by the Company in good faith, but in its sole discretion, and in accordance with applicable securities laws. Each Redemption Notice shall specify the aggregate principal amount of Notes to be redeemed, the “CUSIP” number or numbers of such Notes, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire, which shall be the close of business on the Business Day immediately preceding the Redemption Date. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date Redemption Date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date Redemption Date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. 1:00 p.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Officer’s Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date Redemption Date as to the aggregate principal amount of Notes to be redeemed, and the Company, or at its request, the Trustee in the name of and at the expense of the Company, shall give the holders at least twenty (20) days’ notice in advance of the Redemption Date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of One Thousand United States Dollars ($1,000 1,000) or integral multiples thereof), by lot, or by on a method pro rata basis based on the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules aggregate principal amount of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)held by each holder thereof. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption Redemption Notice and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case If the Company shall desire wishes to exercise the its right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.19.03, it shall fix a date for redemptionRedemption (each, a “Redemption Date”), and itit or, or at its written request (which must be received by the Trustee at least ten (10) five Business Days prior to the date the Trustee such notice is requested to give notice as described below be sent to Holders (unless a shorter period is agreed shall be acceptable to by the Trustee), the Trustee Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a provide notice of such redemption at least twenty Redemption (20a “Redemption Notice”) and not less than 15 nor more than sixty (60) 30 calendar days prior to the date fixed for redemption Redemption Date to the holders each Holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mailRegister. The notice Redemption Date must be a Business Day. (b) The Redemption Notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice Redemption Notice by mail to the Holder of any Note designated for Redemption as a whole or in part, or any defect in the notice to the holder of any Note designated for redemption as a whole or in part Redemption Notice, shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption Redemption Notice shall identify specify: (i) the Notes Redemption Date; (including CUSIP number(s)ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that, unless the Company defaults in the payment of the Redemption Price, interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount of Notes to be redeemed, Redemption Date; (iv) the date fixed for redemption, the redemption price at which place or places where such Notes are to be redeemedsurrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the Close of Business on the Business Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes; (vii) the then-current Conversion Rate; (viii) the CUSIP and ISIN or other similar numbers, the place or places of paymentif any, that payment will be made upon presentation and surrender of assigned to such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified ; and (ix) in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (cd) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note A Redemption Notice shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trustirrevocable. (de) If fewer than all of the outstanding Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may Notes shall be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed selected for Redemption (in principal amounts of $1,000 or integral multiples thereof)) in accordance with the applicable procedures of DTC, in the case of Global Notes, and by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on case of Physical Notes. (f) If a Holder converts a Note a portion of which the Notes are then listed). If any Note has been selected for partial redemption is converted in part after such selectionRedemption, the converted portion of such Note shall will be deemed (so far as is possible) to be from the portion to be selected for redemption. The Notes Redemption. (g) In the event of any Redemption in part, the Company shall not be required to register the transfer of or portions thereof) exchange any Note so selected shall be deemed duly selected for redemption for all purposes hereofRedemption, notwithstanding that any such Note is converted as a in whole or in part before part, except the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted unredeemed portion of any Note converted being redeemed in part during such periodpart.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its right to redeem all or, as the case may be, or any part of the Notes pursuant to Section 3.1‎Section 16.01, it shall fix a date for redemptionredemption (each, a “Redemption Date”) and it shall deliver or cause to be delivered a notice of such redemption (a “Notice of Redemption”) not less than 30 or more than 40 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and each Holder. However, if, in accordance with ‎Section 14.02(a)(iii), the Company elects to settle all conversions with a Conversion Date that occurs on or after such date of the Notice of Redemption and before the related Redemption Date by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business Day not less than 15 or more than 60 calendar days after the date the Company sends such Notice of Redemption. The Redemption Date must be a Business Day. The Company shall not specify a Redemption Date that falls on or after the 27th Scheduled Trading Day immediately preceding the Maturity Date. (b) Each Notice of Redemption shall specify: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and itthat interest thereon, if any, shall cease to accrue on and after the Redemption Date unless the Company defaults in the payment of the Redemption Price; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder may convert such Notes until the date on which the Redemption Price has been paid or duly provided for); (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable; (vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with ‎Section 14.03; (viii) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date of such Redemption Notice and on or prior to the second Business Day immediately preceding the related Redemption Date; (ix) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and (x) if any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. A Notice of Redemption shall be irrevocable. At the Company’s prior written request, the Trustee shall give the Notice of Redemption in the Company’s name and at its request (which must be received by expense; provided, however, that the Company shall have delivered to the Trustee at least ten (10) not later than the close of business two Business Days prior to the date the Trustee Notice of Redemption is requested to give notice as described below be sent (unless a shorter period is agreed shall be satisfactory to by the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Notice of Redemption together with the Notice of Redemption to be given setting forth the information to be stated therein as provided in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mailpreceding paragraph. The notice Notice of Redemption, if mailed given in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail Notice of Redemption or any defect in the notice Notice of Redemption to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all of the outstanding Notes are to be redeemedredeemed pursuant to ‎Section 16.01, (i) if the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes redeemed are to be redeemedPhysical Notes, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof), ) by lot, pro rata or by a another method the Trustee considers to be fair and appropriate appropriate, and (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which ii) if the Notes to be redeemed are then listed)Global Notes, the Notes to be redeemed will be selected in accordance with the Applicable Procedures. If any Note selected for partial redemption is converted submitted for conversion in part after such selection, the converted portion of such the Note submitted for conversion shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.13.01, it shall fix a date for redemptionredemption and it or, and it, or at its written request (which must be received by the Trustee at least ten not fewer than forty-five (1045) Business Days days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)fixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty not fewer than thirty (2030) and not nor more than sixty (60) days prior to the redemption date fixed for redemption to the holders each holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED register; provided that if the Company shall give such notice, it shall also give such notice, and written notice of the Notes to be redeemed, redemption date to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. (b) If the Company elects to exercise its right to redeem the Notes pursuant to Section 3.02, it or, at its written request received by the Trustee not fewer than thirty (30) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date fixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption not later than thirty (30) days following the date of first public announcement of the event or circumstance which has or may result in a Change in Control to each holder of Notes at its last address as the same appears on the Note register; provided that if the Company shall give such notice, it shall also give written notice of the redemption date to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note shall not affect the validity of the proceedings for the redemption of any other Note. The notice shall indicate the event or circumstance which has or may result in a Change in Control, shall be accompanied by a copy of any press release or other public announcement of the Change in Control event, and may state that the Company's obligation to redeem the Notes is subject to consummation of the Change in Control event. Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. (c) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP number or numbers of the Notes being redeemed, the date fixed for redemptionredemption (which shall be a Business Day), the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemedredeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemptionredemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (cd) On or prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.03, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.45.04) an amount of money in immediately available funds sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemptionredemption date; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any paying agent pursuant to this Section 3.03 in excess of amounts required hereunder to pay the redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant heretohereto prior to such redemption date, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its requestCompany, or, if then held by the Company Company, shall be discharged from such trust. (d) If fewer than all the . Whenever any Notes are to be redeemedredeemed pursuant to Sections 3.01 or 3.02, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentyforty-five (2545) days in the case of an Optional Redemption, or thirty (30) days in the case of a Change in Control Redemption (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. . (e) If fewer less than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or integral multiples thereof), ) by lot, on a pro rata basis or by a another method the Trustee considers deems fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)appropriate. If any Note selected for partial redemption is converted submitted for conversion in part after such selection, the converted portion of such Note submitted for conversion shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or submitted for conversion in part before the mailing of the notice of redemption. (ef) Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not) ), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its written request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption optional redemption, to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and written notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentythirty-five (2535) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.13.01, it shall fix a date for redemptionredemption and it or, and it, or at its written request (which must be received by the Trustee at least ten not fewer than forty-five (1045) Business Days days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)fixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least not fewer than twenty (20) and not nor more than sixty (60) days prior to the redemption date fixed for redemption to the holders each holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED Register; provided that if the Company shall give such notice, it shall also give such notice, and written notice of the Notes to be redeemed, redemption date to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP number or numbers of the Notes being redeemed, the date fixed for redemptionredemption (which shall be a Business Day), the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest Interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemedredeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemptionredemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.02, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.45.04) an amount of money in immediately available funds sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest Interest to, but excluding, the date fixed for redemptionredemption date; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any paying agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the redemption price and accrued Interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant heretohereto prior to such redemption date, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company Company, shall be discharged from such trust. (d) If fewer than all the . Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Officer's Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer less than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or integral multiples thereof), ) by lot, on a pro rata basis or by a another method the Trustee considers deems fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)appropriate. If any Note selected for partial redemption is converted submitted for conversion in part after such selection, the converted portion of such Note submitted for conversion shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or submitted for conversion in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not) ), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty thirty (2030) and not more than sixty ninety (6090) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and notice of the aggregate amount of Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the "CUSIP" number or numbers of such Notes, if any, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Officer's Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), on a pro rata basis or by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the ---------------------------------------- Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such -------- notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must -------- be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentythirty-five (2535) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, on a pro rata basis, or by a method in any other manner the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)may select. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by an Officer's Certificate which shall be given with notice of the Notes pursuant redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten 45 days (10or such shorter period acceptable to the Trustee in its sole discretion) Business Days prior to the redemption date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee specified in the name such notice. (b) Notice of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as shall be given by the same appear on Trustee, in the Note register (PROVIDED that if the Company shall give such noticemanner provided in Section 14.10 hereof, it shall also give such notice, and notice of the Notes to be redeemed, no less than 30 or more than 60 days prior to the Trustee)date fixed for redemption. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure duly to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the places of redemption and the redemption price (or the method for calculation thereof) at which such Notes are to be redeemed, and shall state that (subject to subsection (e) of this Section) payment of the place redemption price of such Notes or places of payment, that payment portion thereof to be redeemed will be made upon presentation and surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said such notice, and that on from and after said such date interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of a series of Notes having the Notes same terms are to be redeemed, the notice of redemption shall identify specify the Notes or portions thereof to be redeemed. In case If any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On Unless otherwise provided by a supplemental indenture or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (orOrder under Section 2.05 hereof, if the Company is acting as its own paying agentless than all of a series of Notes, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its requesttranche thereof, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are is to be redeemed, the Trustee shall select in such manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Notes so to be redeemed. If less than all of a series of Notes represented by a Global Note is to be redeemed, the particular Notes or portions thereof of such series to be redeemed (shall be selected by the Depositary for such series of Notes in principal amounts such manner as the Depositary shall determine. Notes shall be redeemed only in denominations of $1,000 or integral multiples thereof)1,000, by lot, or by provided that any remaining principal amount of a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted redeemed in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptiondenomination authorized under this Indenture. (e) Upon If at the time of the mailing of any notice of redemption at the option of less than all Notesthe Company, the Company and shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by it and available to be used for the redemption of Notes to redeem all the Notes called for redemption, such notice, at the election of the Company, may (but need not) treat as outstanding any Notes surrendered state that it is conditional and subject to the receipt of the redemption moneys by the Trustee on or before the date fixed for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during that such period in exchange for the unconverted portion notice shall be of any Note converted in part during no effect unless such periodmoneys are so received on or before such date.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.13.01, it shall fix a date for redemptionredemption and it or, and it, or at its written request (which must be received by the Trustee at least ten not fewer than forty-five (1045) Business Days days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)fixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail send or cause to be mailed sent a notice of such redemption at least not fewer than twenty (20) and not nor more than sixty (60) days prior to the redemption date fixed for redemption to the holders each holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED Register; provided that if the Company shall give such notice, it shall also give such notice, and written notice of the Notes to be redeemed, redemption date to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed sent in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP number or numbers of the Notes being redeemed, the date fixed for redemptionredemption (which shall be a Business Day), the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest Interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemedredeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemptionredemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.02, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.44.04) an amount of money in immediately available funds sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stockconversion) at the appropriate redemption price, together with accrued interest Interest to, but excluding, the date fixed for redemptionredemption date; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any paying agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the redemption price and accrued Interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant heretohereto prior to such redemption date, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company Company, shall be discharged from such trust. (d) If fewer than all the . Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Officer’s Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer less than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or integral multiples thereof), ) by lot, on a pro rata basis or by a another method the Trustee considers deems fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)appropriate. If any Note selected for partial redemption is converted submitted for conversion in part after such selection, the converted portion of such Note submitted for conversion shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or submitted for conversion in part before the mailing sending of the notice of redemption. (e) . Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not) ), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing sending of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and, and itin the case of any redemption pursuant to Section 3.1, or it or, at its written request accompanied by the proposed form of notice of redemption (which must be received by the Trustee at least ten (10) Business Days 45 days prior to the date the Trustee is requested to give notice as described below fixed for redemption, unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED register, provided that subject to the approval of the form of notice by the Trustee if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes to be redeemed (including CUSIP number(snumbers)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will shall be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will shall be paid as specified in said notice, notice and that on and after said date date, interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will shall expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) . On or prior to the Business Day prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.2, the Company will shall deposit by 11:00 A.M. Eastern Time with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.44.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common StockStock or cash) at the appropriate redemption price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, written request or, if then held by the Company Company, shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will shall give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) 45 days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lotlot or, or by in its discretion, on a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)PRO RATA basis. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) 15 days next preceding the mailing of a notice of redemption and may (but need not) not treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its right to redeem all orall, as in the case may beof a redemption pursuant to Section 16.01, or all or any part of the Notes Notes, in the case of a redemption pursuant to Section 3.116.02, it shall fix a date for redemptionredemption (each, a “Redemption Date”) and it shall deliver or cause to be delivered a notice of such redemption (a “Notice of Redemption”) not less than 30 nor more than 40 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and each Holder. The Redemption Date must be a Business Day. The Company shall not specify a Redemption Date that falls on or after the 27th Scheduled Trading Day immediately preceding the Maturity Date. (b) Each Notice of Redemption shall identify the provision of this Indenture permitting redemption and shall specify: (c) the Redemption Date; (d) the Redemption Price; (e) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and itthat interest thereon, if any, shall cease to accrue on and after the Redemption Date unless the Company defaults in the payment of the Redemption Price; (f) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (g) that Holders may surrender their Notes for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder may convert such Notes until the second Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for); (h) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Cash Amount, if applicable; (i) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03; (j) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date of such Redemption Notice and on or prior to the second Business Day immediately preceding the related Redemption Date; (k) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and (l) in the case of a redemption pursuant to Section 16.02, if any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. A Notice of Redemption shall be irrevocable. At the Company’s prior written request, the Trustee shall give the Notice of Redemption in the Company’s name and at its request (which must be received by expense; provided, however, that the Company shall have delivered to the Trustee at least ten (10) not later than the close of business two Business Days prior to the date the Trustee Notice of Redemption is requested to give notice as described below be sent (unless a shorter period is agreed shall be satisfactory to by the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Notice of Redemption together with the Notice of Redemption to be given setting forth the information to be stated therein as provided in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mailpreceding paragraph. The notice Notice of Redemption, if mailed given in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail Notice of Redemption or any defect in the notice Notice of Redemption to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bm) Each such notice In the case of a redemption shall identify pursuant to Section 16.02, if fewer than all of the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which outstanding Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify (i) if the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemedPhysical Notes, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof), ) by lot, pro rata or by a another method the Trustee considers to be fair and appropriate appropriate, and (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which ii) if the Notes to be redeemed are then listed)Global Notes, the Notes to be redeemed will be selected in accordance with the Applicable Procedures. If any Note selected for partial redemption is converted submitted for conversion in part after such selection, the converted portion of such the Note submitted for conversion shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its right to redeem all or, as the case may be, any part (but not less than all) of the Notes pursuant to Section 3.116.01, it shall fix a date for redemption, redemption (the “Redemption Date”) and it, it shall deliver or at its request cause to be delivered a notice of such redemption (which must be received by the Trustee at least ten (10a “Notice of Redemption”) not less than 55 nor more than 75 Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to Redemption Date by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, electronic delivery to the Trustee). Such mailing shall be by first class mail, the Paying Agent and each Holder. The notice if mailed in the manner herein provided shall Redemption Date must be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other NoteBusiness Day. (b) Each such notice The Notice of redemption shall identify Redemption will state: (i) the Notes provision of this Indenture permitting redemption; (including CUSIP number(s)ii) the Redemption Date (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount Redemption Date unless the Company defaults in the payment of Notes to be redeemed, the date fixed for redemption, Redemption Price; (iv) the redemption price at which place or places where such Notes are to be redeemed, the place or places of payment, that surrendered for payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof Redemption Price; (v) the Settlement Method that will apply to be redeemed and shall state all conversions of Notes with a Conversion Date that occurs on and or after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or Notice of Redemption and prior to the redemption date specified in related Redemption Date; and (vi) the notice of redemption given as provided in this SectionCUSIP, the Company will deposit with the Trustee ISIN or with one or more paying agents (orother similar numbers, if the Company is acting as its own paying agentany, set aside, segregate assigned to such Notes and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment no representation is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes correctness or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing accuracy of the CUSIP or ISIN number listed in such notice of redemption. (e) Upon any redemption of less than all or printed on the Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.. 81

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and, and itin the case of any redemption pursuant to Section 3.1, or it or, at its request accompanied by the proposed form of notice of redemption (which must be received by the Trustee at least ten (10) Business Days days prior to the date the Trustee is requested to give notice as described below below, unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall may publish a notice in THE WALL STREET JOURNAL and mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders Holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED register, provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes to be redeemed (including CUSIP number(snumbers)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will shall be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will shall be paid as specified in said notice, notice and that on and after said date date, interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will shall expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) On or prior . Prior to 10:00 a.m. on the redemption date specified in the notice of redemption given as provided in this SectionSection 3.02, the Company will shall deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.42.04) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, request or, if then held by the Company Company, shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes Notes, or portions thereof to be redeemed (redeemed, in compliance with the requirements of the principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading national market in the United States system, if any, on which the Notes are then listed), or, if the Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, a new Note or Notes in principal amount equal to the unredeemed principal portion thereof shall be issued. If a portion of a Holder's Notes is selected for partial redemption is converted in part after and such selection, the converted Holder converts a portion of such Note Notes, such converted portion shall be deemed (so far as is possible) to be taken from the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) 15 days next preceding the mailing of a notice of redemption and may (but need not) not treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the ---------------------------------------- Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such -------- notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP number or numbers of such Notes, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made -------- on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentythirty-five (2535) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by loton a pro rata basis, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) The election of the Company to redeem any Notes shall be evidenced by a Board Resolution. In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its written request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty thirty (2030) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register Register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and notice of the aggregate amount of Notes to be redeemed, to the Trustee). Such mailing notice shall be irrevocable. Notice shall be mailed by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the "CUSIP" number or numbers of such Notes, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire, which shall be the close of business on the redemption date. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents Paying Agents (or, if the Company is acting as its own paying agentPaying Agent, set aside, segregate and hold in trust as provided in Section 5.45.3) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agentPaying Agent, as the case may be, by 10:00 a.m. 1:00 p.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed, and the Company, or at its request, the Trustee in the name of and at the expense of the Company, shall give the holders at least thirty (30) days' notice in advance of the date fixed for redemption as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select not fewer than thirty (30) days prior to the redemption date the Notes or portions thereof to be redeemed (in principal amounts of One Thousand United States Dollars ($1,000 1,000) or integral multiples thereof), on a pro rata basis or by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and it or, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)request, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last most recent available addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such written notice, and written notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.2, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company Company, shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lotlot or, or by in its discretion, on a method pro rata basis with such adjustments up to $1,000 in order to maintain the Trustee considers fair and appropriate (as long as such method is not prohibited by minimum denominations of the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)Notes. If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by a Board Resolution which shall be given with notice of the Notes pursuant redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten 45 days (10or such shorter period acceptable to the Trustee in its sole discretion) Business Days prior to the redemption date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee specified in the name such notice. (b) Notice of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as shall be given by the same appear on Trustee, in the Note register (PROVIDED that if the Company shall give such noticemanner provided in Section 15.10 hereof, it shall also give such notice, and notice of the Notes to be redeemed, no less than 30 or more than 60 days prior to the Trustee)date fixed for redemption. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure duly to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes to be redeemed (including CUSIP number(s)"CUSIP" or "ISIN" numbers) to be redeemed, and shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the places of redemption and the redemption price (or the method for calculation thereof) at which such Notes are to be redeemed, and shall state that (subject to subsection (e) of this section) payment of the place redemption price of such Notes or places of payment, that payment portion thereof to be redeemed will be made upon presentation and surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said such notice, and that on from and after said such date interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of a series of Notes having the Notes same terms are to be redeemed, the notice of redemption shall identify specify the Notes or portions thereof to be redeemed. In case If any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On or prior to the redemption date specified in the notice of redemption given as Unless otherwise provided in this Section, the by a Company will deposit with the Trustee or with one or more paying agents (orOrder under Section 2.05 hereof, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer less than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount a series of Notes to be redeemed. If fewer than all the Notes are is to be redeemed, the Trustee shall select in such manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company and the Depositary in writing of the Notes so to be redeemed. If less than all of a series of Notes represented by a Global Note is to be redeemed, the particular Notes or portions thereof of such series to be redeemed (shall be selected by the Trustee for such series of Notes in principal amounts such manner as the Trustee shall determine. Notes shall be redeemed only in denominations of $1,000 or integral multiples thereof)1,000, by lot, or by PROVIDED that any remaining principal amount of a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted redeemed in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptiondenomination authorized under this Indenture. (e) Upon If at the time of the mailing of any notice of redemption at the option of less than all Notesthe Company, the Company and shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by it and available to be used for the redemption of Notes to redeem all the Notes called for redemption, such notice, at the election of the Company, may (but need not) treat as outstanding any Notes surrendered state that it is conditional and subject to the receipt of the redemption moneys by the Trustee on or before the date fixed for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated that such notice shall be of no force and delivered during effect unless such period in exchange for the unconverted portion of any Note converted in part during moneys are so received on or before such perioddate.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notice of the Notes redemption pursuant to Section 3.13.01 or Section 3.02 shall be given by the Company to the Trustee in the manner provided in Section 1.05. In such notice, it the Company shall fix a date (which shall be a Business Day) for redemption (the "Redemption Date") and deliver an Officers' Certificate setting forth: (i) the paragraph of the Notes or the Section of the Indenture pursuant to which the redemption shall occur; (ii) the Redemption Date; (iii) the principal amount of Notes to be redeemed; and (iv) the applicable redemption price. If less than all the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the principal national securities exchange on which the Notes are listed, if any, or on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed will be selected, not less than 20 days nor more than 40 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and itportions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000, or at its request (which must except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 shall be redeemed. Such notice from the Company shall be received by the Trustee at least ten not fewer than thirty (1030) Business Days days prior (or such shorter period of time as may be acceptable to the date Trustee) to the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)Redemption Date, and the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a an irrevocable notice of such redemption at least (a "Redemption Notice") not fewer than twenty (20) and not nor more than sixty forty (6040) days prior to the date fixed for redemption Redemption Date to the holders each holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED that if Register. Such notice shall be given in the Company shall give such manner provided in Section 1.06. The notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption. (b) Each such notice of redemption Redemption Notice shall identify the Notes specify: (including CUSIP number(s)i) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed; (ii) the CUSIP number or numbers, if any, of the date fixed for redemption, Notes being redeemed; (iii) the Redemption Date (which shall be a Business Day); (iv) the applicable redemption price at which Notes are to be redeemed, ; (v) the place or places of payment, ; (vi) that payment will be made upon presentation and surrender of such Notes, ; (vii) that interest Interest accrued to, but excluding, to the date fixed for redemption on such Notes will be paid as specified in said notice, and ; (viii) the paragraph of the Notes or the Section of the Indenture pursuant to which the redemption shall occur; and (ix) that on and after said date interest (unless the Company shall default in the payment of such Notes at the applicable redemption price) Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemedredeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date Redemption Date specified in the notice of redemption Redemption Notice given as provided in this SectionSection 3.03, the Company will deposit with the Trustee or with one or more paying agents Paying Agents (or, if the Company is acting as its own paying agentPaying Agent, set aside, segregate and hold in trust as provided in Section 5.45.03) an amount of money in immediately available funds sufficient to redeem on the redemption date Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate applicable redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date Redemption Date it must be received by the Trustee or paying agentPaying Agent, as the case may be, by 10:00 a.m. 11:00 a.m., New York City time, on such date. If The Company shall be entitled to retain any Note called for redemption is converted pursuant heretointerest, any money yield or gain on amounts deposited with the Trustee or any paying agent or so segregated Paying Agent pursuant to this Section 3.03 in excess of amounts required hereunder to pay the applicable redemption price and held in trust for accrued Interest to, but excluding, the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trustRedemption Date. (d) If fewer than all Notwithstanding anything in this Section 3.03 or the Notes are to the contrary, prior to the Transition Date any optional redemption pursuant to Section 3.01 and any required redemption pursuant to Section 3.02 may be redeemed, made by the Company will give the Trustee by providing written notice in to the form of an Officers' Certificate not fewer than twenty-five Holder or Holders (25) days (or such shorter period of time as may be acceptable with a copy to the Trustee) prior to not less than two days in advance of such prepayment specifying the redemption date as to Redemption Date and the aggregate principal amount of the Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by Any such redemption which is a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) made on a pro rata basis. Any such notice given in connection with a redemption required pursuant to Section 3.02 may be revoked at any time on or prior to the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereofday preceding the Redemption Date, notwithstanding provided that any such Note is converted as redemption required by Section 3.02 and made pursuant to this Section 3.03(d) shall be made not later than two days following the date the Take-Out Proceeds are required to be deposited with the Trustee or a whole Paying Agent pursuant to Section 3.02 or in part before the mailing of day preceding the notice of redemption. (e) Upon Transition Date, if earlier, or if any redemption of less than all Notessuch dates are not a Business Day, the Company and the Trustee may (but need notnext succeeding Business Day. Any notice delivered pursuant to this Section 3.03(d) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of shall constitute a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period"Redemption Notice".

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the its right to redeem all or, as the case may be, or any part of the Notes pursuant to Section 3.11101, it shall fix a date for redemptionredemption (a "Redemption Date"), it shall notify the Trustee in writing of such date and itit or, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by request, the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption (a "Notice of Redemption") at least twenty (20) and 30 but not more than sixty (60) 60 days prior to the date fixed for redemption to the holders Holders of the Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee)Register. Such mailing shall be by first first-class mail, postage prepaid. The notice if mailed Any Notice of Redemption which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such the notice. In any case, failure to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice Notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, Redemption shall specify the aggregate principal amount of Notes each Note to be redeemed, the date fixed Redemption Date for redemptionsuch Notes, the place of redemption price and the Redemption Price at which such Notes are to be redeemed, the place or places of payment, and shall state that payment of the Redemption Price of the Notes or portions thereof to be redeemed will be made upon presentation and on surrender of the Notes to be redeemed at such Notesplace of redemption, that interest accrued to, but excluding, the date fixed for redemption to such Redemption Date will be paid as specified in said such notice, and that on from and after said such date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice Notice of Redemption shall also state the then current Conversion Price and the date on which that the right to convert such Notes or portions thereof into Common Stock will expireexpire at the close of 61 70 business on the Redemption Date. If fewer than all the Notes are to be redeemed, the notice Notice of redemption Redemption shall identify specify the Notes or portions thereof to be redeemed. If such Notice of Redemption uses CUSIP numbers, such notice shall state that no representation is made as to the correctness or accuracy of the CUSIP numbers contained in such notice or printed on the Notes and shall include such other statements required by Section 310. In case any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed (which shall be $1,000 or any integral multiple thereof) and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date each Redemption Date specified in the notice each Notice of redemption Redemption given as provided in this Section, the Company will deposit or cause to be deposited with the Trustee or with one or more paying agents Paying Agents (or, if the Company company is acting as its own paying agentPaying Agent, set aside, segregate and hold in trust as provided in Section 5.41003) an amount of money sufficient to redeem on the redemption date such Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption priceRedemption Price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such dateRedemption Date. If any Note called for redemption is converted pursuant heretoto the provisions of Article Twelve hereof, any money deposited with the Trustee or any paying agent Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its requesta Company Request, or, if then held by the Company Company, shall be discharged from such trust. (d) . If fewer than all of the Notes are to be redeemed, the Company will shall give the Trustee written at least 60 days' notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such unless a shorter period of time as may shall be acceptable to the Trustee) prior to in advance of the redemption date Redemption Date as to the aggregate principal amount of the Notes to be redeemed. If fewer than all the Notes are to be redeemed, and thereupon the Trustee shall select from the Outstanding Notes or portions thereof not previously called for redemption the particular Notes to be redeemed as a whole or in part pro rata or by lot or by such other method as the Trustee shall deem fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances and the Trustee shall thereafter promptly notify the Company in writing of the Notes (and, in the case of any Note selected for partial redemption, the principal amounts amount therefore to be redeemed) so to be redeemed. Notes shall be redeemed only in denominations of $1,000 or any integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules multiple of any United States national securities exchange or $1,000. Provisions of an established automated over-the-counter trading market in the United States on which the this Indenture that apply to Notes are then listed)selected for redemption also apply to portions of Notes selected for redemption. If any Note selected for partial redemption is converted in part after such selectionbefore the termination of the conversion right with respect to the portion of the Note so selected, the 62 71 converted portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less fewer than all Notes, the Company and the Trustee may (but need not) treat as outstanding Outstanding any Notes surrendered for conversion during the period of fifteen (15) 15 days next preceding the mailing of a notice Notice of redemption Redemption and may (but need not) not treat as not outstanding Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption (a) at least ten (10) Trading Days and not more than twenty (20) Trading Days prior to the date fixed for provisional redemption and (b) at least thirty (30) and not more than sixty (60) days prior to the date fixed for redemption optional redemption, to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the Make-Whole Payment, if any, and the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentythirty-five (2535) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.14.01, it shall fix a date for redemptionredemption (the “Redemption Date”) and it or, and it, or at its written request (which must be received by the Trustee at least ten (10) not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the Trustee notice of redemption is requested to give notice as described below unless a shorter period is agreed to by the Trustee)be mailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not fewer than 30 days nor more than sixty (60) 60 days prior to the date fixed for redemption Redemption Date to the holders each Holder of Notes so to be redeemed as a in whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED Register; provided that if the Company shall give such notice, it shall also give such notice, and notice text of the Notes to be redeemed, to the Trustee). Such mailing notice shall be prepared by first class mailthe Issuer. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes specify: (including CUSIP number(s)i) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, (ii) the date fixed for redemptionCUSIP number or numbers of the Notes being redeemed, (iii) the redemption price Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes Notes’ are to be redeemed, (v) the place or places of payment, payment and that payment will be made upon presentation and surrender of such Notes, Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the date fixed for redemption Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemedredeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On . Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or prior not the Holder receives such notice. In any case, failure to the redemption date specified give such notice by mail or any defect in the notice to the Holder of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called any Note designated for redemption (other than those theretofore surrendered for conversion into Common Stock) at as a whole or in part shall not affect the appropriate redemption price, together with accrued interest to, but excluding, validity of the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust proceedings for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the any other Note. Whenever any Notes are to be redeemed, the Company Issuer will give the Trustee written notice in of the form of Redemption Date, together with an Officers' ’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than twenty-five (25) 30 days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as Redemption Date. On or prior to the aggregate principal Redemption Date specified in the notice of redemption given as provided in this Section 4.02, the Issuer will deposit with the Paying Agent (other than the Issuer or the Parent acting as its own Paying Agent) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.02 in excess of amounts required hereunder to pay the Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed. If fewer than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global Note or the Certificated Notes to be redeemed (in minimum denominations of $2,000 principal amounts amount and integral multiples of $1,000 or integral multiples in excess thereof), by lot, ) on a pro rata basis or by a another method that the Trustee considers deems fair and appropriate (as long as such method or that is not prohibited required by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptionDepositary. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case The election of the Company shall desire to exercise the right to redeem all or, as the case may be, any part Notes shall be evidenced by a Board Resolution which shall be given with notice of the Notes pursuant redemption to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten 45 days (10or such shorter period acceptable to the Trustee in its sole discretion) Business Days prior to the redemption date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee specified in the name such notice. (b) Notice of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as shall be given by the same appear on Trustee, in the Note register (PROVIDED that if the Company shall give such noticemanner provided in Section 15.10 hereof, it shall also give such notice, and notice of the Notes to be redeemed, no less than 30 or more than 60 days prior to the Trustee)date fixed for redemption. Such mailing shall be by first class mail. The Any notice if mailed which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder Noteholder receives such the notice. In any case, failure duly to give such notice by mail notice, or any defect in the notice such notice, to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the places of redemption and the redemption price (or the method for calculation thereof) at which such Notes are to be redeemed, and shall state that (subject to subsection (e) of this section) payment of the place redemption price of such Notes or places of payment, that payment portion thereof to be redeemed will be made upon presentation and surrender of such NotesNotes at such places of redemption, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said such notice, and that on from and after said such date interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all of a series of Notes having the Notes same terms are to be redeemed, the notice of redemption shall identify specify the Notes or portions thereof to be redeemed. In case If any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed redeemed, and shall state that on and after the date fixed for redemptionthat, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (cd) On or prior to the redemption date specified in the notice of redemption given as Unless otherwise provided in this Section, the by a Company will deposit with the Trustee or with one or more paying agents (orOrder under Section 2.05 hereof, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer less than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount a series of Notes to be redeemed. If fewer than all the Notes are is to be redeemed, the Trustee shall select in such manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Notes so to be redeemed. If less than all of a series of Notes represented by a Global Note is to be redeemed, the particular Notes or portions thereof of such series to be redeemed (shall be selected by the Depositary for such series of Notes in principal amounts such manner as the Depositary shall determine. Notes shall be redeemed only in denominations of $1,000 or integral multiples thereof)1,000, by lot, or by PROVIDED that any remaining principal amount of a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted redeemed in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptiondenomination authorized under this Indenture. (e) Upon If at the time of the mailing of any notice of redemption at the option of less than all Notesthe Company, the Company and shall not have irrevocably directed the Trustee to apply funds then on deposit with the Trustee or held by it and available to be used for the redemption of Notes to redeem all the Notes called for redemption, such notice, at the election of the Company, may (but need not) treat as outstanding any Notes surrendered state that it is conditional and subject to the receipt of the redemption moneys by the Trustee on or before the date fixed for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated that such notice shall be of no force and delivered during effect unless such period in exchange for the unconverted portion of any Note converted in part during moneys are so received on or before such perioddate.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.13.01, it shall fix a date for redemptionredemption and it or, and it, or at its written request (which must be received by the Trustee at least ten not fewer than forty-five (1045) Business Days days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)fixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least not fewer than twenty (20) and not nor more than sixty (60) days prior to the redemption date fixed for redemption to the holders each holder of Notes so to be redeemed as a whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED Register; provided that if the Company shall give such notice, it shall also give such notice, and written notice of the Notes to be redeemed, redemption date to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP number or numbers of the Notes being redeemed, the date fixed for redemptionredemption (which shall be a Business Day), the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest Interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemedredeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemptionredemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.02, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.45.04) an amount of money in immediately available funds sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stockconversion) at the appropriate redemption price, together with accrued interest Interest to, but excluding, the date fixed for redemptionredemption date; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any paying agent pursuant to this Section 3.02 in excess of amounts required hereunder to pay the redemption price and accrued Interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant heretohereto prior to such redemption date, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company Company, shall be discharged from such trust. (d) If fewer than all the . Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Officer’s Certificate not fewer than twentyforty-five (2545) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer less than all of the outstanding Notes are to be redeemed, the Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or integral multiples thereof), ) by lot, on a pro rata basis or by a another method the Trustee considers deems fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)appropriate. If any Note selected for partial redemption is converted submitted for conversion in part after such selection, the converted portion of such Note submitted for conversion shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or submitted for conversion in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not) ), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemptionredemption and, and itin the case of any redemption pursuant to Section 3.1, or it or, at its request accompanied by the proposed form of notice of redemption (which must be received by the Trustee at least ten (10) Business Days days prior to the date the Trustee is requested to give notice as described below below, unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) 30 and not more than sixty (60) 60 days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (register; PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) . Each such notice of redemption shall identify specify (a) the Notes to be redeemed (including CUSIP number(snumbers), (b) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, (c) the date fixed for redemption, (d) the redemption price at which Notes are to be redeemed, (e) the place or places of payment, (f) that payment will shall be made upon presentation and surrender of such Notes, (g) that interest accrued to, but excluding, to the date fixed for redemption will and any Make-Whole Payment shall be paid as specified in said notice, notice and (h) that on and after said date date, interest thereon or on the portion thereof to be redeemed will shall cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will shall expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) . Any such notice of redemption must contain a specific statement by the Trustee that no representation or warranty is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes. On or prior to the Business Day prior to the redemption date specified in the notice of redemption given as provided in this SectionSection 3.2, the Company will shall deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.44.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued and unpaid interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such dateand any Make-Whole Payment. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, request or, if then held by the Company Company, shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will shall give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) 45 days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possiblemay be) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) . Upon any redemption of less than all the Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) 15 days next preceding the mailing of a notice of redemption and may (but need not) not treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case If the Company shall desire elects to exercise the its right to redeem all or, as the case may be, or any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, redemption and it, or at its written request (which must be received by the Trustee at least ten five (105) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty not fewer than thirty (2030) and not nor more than sixty (60) days prior to the date fixed for redemption to the holders each holder of Notes so to be redeemed as a in whole or in part at their its last addresses address as the same appear appears on the Note register (PROVIDED register; provided that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such notice of redemption, the Company shall (i) issue a press release announcing such redemption, (ii) publish such information once in a daily newspaper printed in the English language and of general circulation in the Borough of Manhattan, City of New York, New York, and (iii) publish such information on the Company's website; it being understood that the form and content of such press release and such publications shall be determined by the Company in its sole discretion. None of the failure to issue any such press release or make such publications, nor any defect therein, shall affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. (b) Each If the Company elects to exercise its right to redeem the Notes in whole pursuant to Section 3.2, it shall fix a date for redemption and it, or at its written request (which must be received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption on a date that is at least thirty (30) and not more than sixty (60) days prior to the date fixed for redemption, which shall not be later than sixty (60) days following the effective date of the event or circumstance resulting in the Change in Control, to each holder of Notes at its last address as the same appears on the Note register, provided that if the Company shall give such notice, it shall also give such notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note shall not affect the validity of the proceedings for the redemption of any other Note. The notice shall state that a Change in Control has occurred or may occur and shall describe the event or circumstance which has resulted or may result in a Change in Control, shall be accompanied by a copy of any press release or other public announcement of the Change in Control event, and may state that the Company's obligation to redeem the Notes is subject to consummation of the Change in Control event. Concurrently with the mailing of any such notice of redemption, the Company shall (i) issue a press release announcing such redemption, (ii) publish such information once in a daily newspaper printed in the English language and of general circulation in the Borough of Manhattan, City of New York, New York, and (iii) publish such information on the Company's website; it being understood that the form and content of such press release and such publications shall be determined by the Company in its sole discretion. None of the failure to issue any such press release or make such publications, nor any defect therein, shall affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. (c) In addition to the information specified in Section 3.3(a) and 3.3(b), if applicable, each such notice of redemption shall identify indicate that the Company has exercised its right to redeem the Notes (including CUSIP number(s)) to be redeemed, in respect of which notice is given and shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP number or numbers of the Notes being redeemed, the date fixed for redemptionredemption (which shall be a Business Day), the redemption price at which Notes are to be redeemed, the place or places of payment, payment that payment will be made upon presentation and surrender of such Notes, including any procedures applicable to a redemption to be accomplished through book-entry transfer, that accrued and unpaid interest accrued to, to (but excluding, ) the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed (as the case may be) will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemedredeemed (including CUSIP numbers). In case the event any Note represented by a certificate is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that that, on and after the date fixed for redemption, upon presentation and surrender of such Note, a new Note or Notes in an aggregate principal amount equal to the unredeemed portion thereof will be issuedissued without cost to the holder of such Note. (cd) On or prior to If the redemption date specified in the Company gives notice of redemption given as provided in this SectionSection 3.3, then the Company will shall, on the date fixed for redemption, before 12:00 p.m., New York City time, with respect to: (i) Notes held by the Depositary or its nominees, deposit or cause to be deposited, irrevocably with the Trustee or with one or more any paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) agent an amount of money sufficient to redeem on the date fixed for redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate applicable redemption price, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption and shall give the Trustee or any paying agent irrevocable instructions and authority to pay such amount to holders of such Notes; and (ii) Notes held in certificated form, deposit or cause to be deposited, irrevocably with the Trustee an amount of money sufficient to redeem on the date fixed for redemption all the Notes so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the applicable redemption price, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption, and shall give the Trustee irrevocable instructions and authority to pay such amount to holders of such Notes upon surrender of their certificates evidencing such Notes. (e) Payment of the redemption price for Notes, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption is conditioned upon book-entry transfer or physical delivery of certificates representing the Notes, together with any necessary endorsements, to the Trustee, or the Trustee's account at the Depositary, at any time after delivery of the notice of redemption. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any paying agent pursuant to this Section 3.3 in excess of the amounts required hereunder to pay the redemption price and accrued and unpaid interest to, but excluding, the date fixed for redemption; PROVIDED that . Payment of the redemption price for the Notes, together with accrued and unpaid interest to (but excluding) the date fixed for redemption, will be made: (i) if such payment is book-entry transfer or physical delivery of the Notes has been made by or on the redemption date it must be received fixed for redemption, on the date fixed for redemption, or (ii) if book-entry transfer or physical delivery of the Notes has not been made by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date, at the time of book-entry transfer or physical delivery of the Notes. If any Note called for redemption is converted into Common Stock pursuant heretoto Article XV prior to the date fixed for redemption, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company Company, shall be discharged from such trust. (d) If fewer than all the . Whenever any Notes are to be redeemedredeemed pursuant to Section 3.1 or 3.2, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five sixty (2560) days (or such shorter period of time as may be acceptable to the Trustee) prior to the date fixed for redemption date as to the aggregate principal amount of Notes to be redeemed. . (f) If fewer less than all of the outstanding Notes are to be redeemedredeemed pursuant to Section 3.1, the Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 50 or integral multiples thereof), ) by lot, on a pro rata basis or by a another method the Trustee considers deems fair and appropriate (as long as such method is not prohibited by the rules in its sole discretion. If a portion of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the a holder's Notes are then listed). If any Note selected for partial redemption is converted in part after pursuant to Section 3.1 and such selectionholder elects to convert a portion of its Notes into Common Stock pursuant to Article XV prior to the date fixed for redemption, the then such converted portion of such Note shall be deemed (so far as is possible) to be taken from the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a submitted for conversion into Common Stock pursuant to Article XV, in whole or in part part, before the mailing of the notice of redemption. In the event any Note represented by a certificate is to be redeemed in part only, upon presentation of such Note, the Company shall execute and the Trustee shall authenticate and deliver to the holder of such Note, at the expense of the Company, a new Note or Notes in an aggregate principal amount equal to the unredeemed portion of such Note. (eg) Upon any redemption of less than all Notesof the outstanding Notes pursuant to Section 3.1, the Company and the Trustee may (but need not) ), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion into Common Stock pursuant to Article XV during the period of fifteen (15) days next immediately preceding the mailing of a notice of redemption redemption, and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted into Common Stock pursuant to Article XV in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the Issuer exercises its right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.115.01, it shall fix a date for redemptionredemption (each, a “Redemption Date”) and itit or, or at its written request (which must be received by the Trustee at least ten (10) Business not less than 50 Scheduled Trading Days prior to the date the Trustee is requested to give notice as described below unless a Redemption Date (or such shorter period is agreed of time as may be acceptable to by the Trustee), the Trustee Trustee, in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed send a notice of such redemption at least twenty Redemption (20a “Redemption Notice”) and not less than 45 Scheduled Trading Days nor more than sixty (60) 75 calendar days prior to the date fixed for redemption Redemption Date to the holders each Holder of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that redeemed; provided, however, that, if the Company Issuer shall give such notice, it shall also give such notice, and written notice of the Notes to be redeemed, Redemption Date to the Trustee). Such mailing shall be by first class mail. The notice Redemption Date must be a Business Day. (b) The Redemption Notice, if mailed sent in the manner herein provided in herein, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice Redemption Notice by mail mail, electronic delivery or otherwise or any defect in the notice Redemption Notice to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date for redemption, and it, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed a notice of such redemption at least twenty (20) and not more than sixty (60) days prior to the date fixed for redemption to the holders of Notes so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice of the Notes to be redeemed, to the Trustee). Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the Make-Whole Payment, if any, and the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) . On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED provided that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) . If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twentythirty-five (2535) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the such right to redeem all or, as the case may be, any part of the Notes pursuant in accordance with the right reserved so to Section 3.1do, it shall fix a date for redemption, and itthe Company, or at its request (which must be received by the Trustee at least ten (10) Business Days prior to the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee)Company's written request, the Trustee in the name of and at the expense of the Company, shall mail or cause give notice of such redemption to holders of the Notes to be mailed redeemed as hereinafter in this Section 4.2 provided. Notice of redemption shall be given to the holders of Notes to be redeemed as a whole or in part by mailing by first-class mail a notice of such redemption at least twenty (20) and not less than 30 nor more than sixty (60) 60 days prior to the date fixed for redemption to their last addresses as they shall appear in the holders Note Register, but failure to give such notice by mailing to the holder of Notes so to be redeemed any Note designated for redemption as a whole or in part at their last addresses as part, or any defect therein, shall not affect the same appear on the Note register (PROVIDED that if the Company shall give such notice, it shall also give such notice, and notice validity of the Notes to be redeemed, to proceedings for the Trustee)redemption of any other Notes. Such mailing shall be by first class mail. The Any notice if which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such the notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate total principal amount of Notes to be redeemed, the date fixed for redemption, redemption and the redemption price at which Notes are to be redeemed, the place or places of payment, and shall state that payment of the redemption price of the Notes to be redeemed will be made at the office or agency to be maintained by the Company in accordance with the provisions of Section 5.2, upon presentation and surrender of such Notes, that interest accrued to, but excluding, to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer less than all the Notes are to be redeemed, the notice of redemption to each holder shall state the aggregate principal amount of the Notes to be redeemed and shall identify the Notes of such holders to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption which relates to such Note shall state the portion of the principal amount thereof to be redeemed (which shall be $1,000 or an integral multiple thereof), and shall state that on and after the date fixed for redemption, upon surrender of such Note, the holder will receive the redemption price together with accrued interest in respect of the principal amount thereof called for redemption and, without charge, a new Note or Notes in of authorized denominations for the principal amount equal to the unredeemed portion thereof will be issued. (c) remaining unredeemed. On or prior to the date fixed for redemption date specified in the notice of redemption given as provided in this SectionSection 4.2, the Company will deposit with the Trustee or with one or more paying agents Paying Agents (or, if the Company is acting as its own paying agentPaying Agent, set aside, segregate and hold in trust as provided in Section 5.45.4(c)) an amount of money immediately available funds sufficient to redeem on the date fixed for redemption date all the Notes (or portions thereof) of Notes so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, to the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer less than all the Notes are to be redeemed, the Company will shall give the Trustee written notice in the form of an Officers' Certificate Trustee, not fewer less than twenty-five (25) 45 nor more than 60 days (or such shorter period of time as may be acceptable to the Trustee) prior to in advance of the redemption date as to fixed for redemption, notice of the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, and thereupon the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 by lot or integral multiples thereof), by lot, or by a such other method as the Trustee considers shall deem fair and appropriate (as long as such method is not prohibited by and shall thereafter promptly notify the rules Company of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) or portions thereof to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemptionredeemed. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.115.01, it shall fix a date for redemptionRedemption (each, a “Redemption Date”) and itit or, or at its written request (which must be received by the Trustee at least ten (10) not less than 5 Business Days prior to the date the Trustee such Redemption Notice is requested to give notice as described below unless a be sent (or such shorter period is agreed of time as may be acceptable to by the Trustee), the Trustee Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a notice of such redemption at least twenty Redemption (20a “Redemption Notice”) and not less than 30 nor more than sixty (60) 60 calendar days prior to the date fixed for redemption Redemption Date to the holders of Notes each Holder so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED part; provided, however, that if the Company shall give such notice, it shall also give such notice, and written notice of the Notes Redemption Date to be redeemedthe Trustee, to the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). Such mailing shall The Redemption Date must be by first class mail. a Business Day. (b) The notice Redemption Notice, if mailed delivered in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder Holder receives such notice. In any case, failure to give such notice by mail Redemption Notice or any defect in the notice Redemption Notice to the holder Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice of redemption Redemption Notice shall identify the Notes (including CUSIP number(s)) to be redeemed, shall specify the aggregate principal amount of Notes to be redeemed, the date fixed for redemption, the redemption price at which Notes are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all the Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), by lot, or by a method the Trustee considers fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed). If any Note selected for partial redemption is converted in part after such selection, the converted portion of such Note shall be deemed (so far as is possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is converted as a whole or in part before the mailing of the notice of redemption. (e) Upon any redemption of less than all Notes, the Company and the Trustee may (but need not) treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as not outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.specify:

Notice of Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption or SIRI Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.114.01, it shall fix a date for redemptionredemption (each, a “Redemption Date”) and itit or, or at its written request (which must be received by the Trustee at least ten (10) not less than 5 Business Days prior to the date the Trustee such Notice of Redemption is requested to give notice as described below unless a be sent (or such shorter period is agreed of time as may be acceptable to by the Trustee), the Trustee Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed delivered a written notice of such redemption at least twenty Optional Redemption or SIRI Redemption (a “Notice of Redemption”) not less than 43 (or, in the case of a SIRI Redemption, 20) and not nor more than sixty (60) days prior 60 Scheduled Trading Days before the Redemption Date to the date fixed for redemption to the holders of Notes each holder so to be redeemed as a whole or in part at their last addresses as the same appear on the Note register (PROVIDED that part; provided, however, that, if the Company shall give such notice, it shall also give such notice, and written notice of the Notes Redemption Date to be redeemed, to the Trustee and the Paying Agent (if other than the Trustee). Such mailing shall ; provided further that if, in accordance with the provisions described in Section 12.02(a)(iii), the Company elects through delivery of a Settlement Notice to settle all conversions of Notes, which are called for redemption pursuant to this Article 14, with a Conversion Date that occurs on or after the date of issuance of a Notice of Redemption with respect to the Notes and prior to the close of business on the second Scheduled Trading Day prior to the related Redemption Date, by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Scheduled Trading Day not less than 15 Scheduled Trading Days nor more than 60 Scheduled Trading Days after the date the Company sends such Notice of Redemption to each holder so to be by first class mailredeemed as a whole or in part. The notice Redemption Date must be a Business Day. (b) The Notice of Redemption, if mailed delivered in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail Notice of Redemption or any defect in the notice Notice of Redemption to the holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (bc) Each such notice Notice of redemption Redemption shall identify specify: (i) the Notes Redemption Date; (including CUSIP number(s)ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall specify cease to accrue on and after the aggregate principal amount of Notes to be redeemed, Redemption Date; (iv) the date fixed for redemption, the redemption price at which place or places where such Notes are to be redeemedsurrendered for payment of the Redemption Price; (v) that holders of Called Notes may surrender their Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable; (vii) the Conversion Rate and, if applicable, the place or places number of paymentAdditional Shares added to the Conversion Rate in accordance with Section 14.03; (viii) the CUSIP number, that payment will be made upon presentation and surrender of if any, assigned to such Notes, that interest accrued to, but excluding, the date fixed for redemption will be paid as specified ; and (ix) in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Price and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemptionRedemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will shall be issued. (c) On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to redeem on the redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate redemption price, together with accrued interest to, but excluding, the date fixed for redemption; PROVIDED that if such payment is made on the redemption date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City time, on such date. If any Note called for redemption is converted pursuant hereto, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its request, or, if then held by the Company shall be discharged from such trust. (d) If fewer than all of the outstanding Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than twenty-five (25) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the at least $100.0 million aggregate principal amount of Notes must be outstanding and not subject to be redeemedredemption as of the date of the relevant Redemption Notice (such requirement, the “Partial Redemption Limitation”). If fewer than all of the outstanding Notes are to be redeemedredeemed and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples thereof), ) by lot, on a pro rata basis or by a another method the Trustee considers to be fair and appropriate (as long as such method is not prohibited by the rules of any United States national securities exchange or of an established automated over-the-counter trading market in the United States on which the Notes are then listed)appropriate. If any Note selected for partial redemption is converted submitted for conversion in part after such selection, the converted portion of such the Note submitted for conversion shall be deemed (so far as is may be possible) to be the portion to be selected for redemption. The , subject, in the case of Notes (or portions thereof) so selected shall be deemed duly selected for redemption for all purposes hereofrepresented by a Global Note, notwithstanding that any such Note is converted as a whole or in part before to the mailing of the notice of redemptionDepositary’s applicable procedures. (e) Upon With respect to any redemption redemption, until and including the date that is 43 (or, in the case of less than all Notesa SIRI Redemption, 20) Scheduled Trading Days prior to the Redemption Date, the Company may revoke, in whole, but not in part, any Notice of Redemption. However, if, in accordance with Section 12.02(a)(iii), the Company elects to settle all conversions of Notes called for redemption (or deemed called for redemption) with a conversion date that occurs on or after the date the Company sends such redemption notice and prior to the Trustee close of business on the second Scheduled Trading Day prior to the related Redemption Date by Physical Settlement, the Company may revoke, in whole, but not in part, any Notice of Redemption until and including the date that is 15 Scheduled Trading Days prior to the Redemption Date. (f) With respect to a SIRI Redemption, the Company may (but need notis not obligated to) treat revoke, in whole or part, until and including the date prior to the redemption date, a Notice of Redemption if the SIRI Combination is terminated or the parties thereto have mutually agreed to abandon such SIRI Combination, at which time the Notes would cease to be convertible as outstanding any Notes surrendered for conversion during of the period close of fifteen (15) days next preceding business on the mailing of a date the Company provides notice of redemption such revocation to holders of Notes. In addition, the Company may condition any SIRI Redemption on the consummation of the SIRI Combination and if such condition is not satisfied the Company may (but need notis not obligated to) treat revoke the related Notice of Redemption in which case it shall not be obligated to pay the redemption price and the Notes will remain outstanding and cease to be convertible as not outstanding any Note authenticated and delivered during of the close of business on the date the Company provides notice of such period in exchange for revocation to holders of the unconverted portion of any Note converted in part during such periodNotes called.