Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that If no redemption right is set forth on the Company has face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture. If a number of authorized but unissued shares of Common Stock sufficient for Redemption Right is set forth on the issuance of all Conversion Shares underlying the remaining principal amount face of this Note, such Common Stock is listed or quoted (and is not suspended from trading) the Trust shall elect to redeem this Note on the Principal Market and such shares of Common Stock are approved for listing Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Redemption Date in whole or in part, as applicable, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest accrued thereon, by paying thereon to the Holder a sum of money applicable Redemption Date. “Redemption Price” shall mean an amount equal to one hundred fifty percent the Initial Redemption Percentage (150%as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of the principal amount this Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion unpaid Principal Amount of this Note for which to be redeemed shall be determined by multiplying (1) the Holder has a pending election Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to convertbe redeemed by Protective Life, or for Conversion Notices by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the Principal Amount thereof to be redeemed. Notice must be given by the Holder not more than seventy-five (75) nor less than thirty (30) calendar days prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holderproposed redemption date. In the event of redemption of this Note in part only, a new Note for the Borrower fails unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of the Notes are redeemed, the Indenture Trustee will select by lot or in its discretion, on a pro rata basis, the amount of the interest of each direct participant in the Trust to pay the Redemption Amount on the Redemption Payment Date as set forth be redeemed. Unless otherwise specified herein, then the Trust may not redeem the Notes after the date that is thirty (i30) such Notice of Redemption will be null and void, (ii) Borrower will have no further right days prior to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe Stated Maturity Date.

Optional Redemption. (a) Provided that If no redemption right is set forth on the Company has face hereof, this Note may not be redeemed prior to the Stated Maturity Date, except as set forth in the Indenture. If a number of authorized but unissued shares of Common Stock sufficient for Redemption Right is set forth on the issuance of all Conversion Shares underlying the remaining principal amount face of this Note, such Common Stock is listed or quoted (and is not suspended from trading) the Trust shall elect to redeem this Note on the Principal Market and such shares of Common Stock are approved for listing Interest Payment Date after the Initial Redemption Date set forth on the face hereof on which the Funding Agreement is to be redeemed in whole or in part by Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”), in which case this Note must be redeemed on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Redemption Date in whole or in part, as applicable, in increments of $1,000 at the applicable Redemption Price (as defined below), together with unpaid interest accrued thereon, by paying thereon to the Holder a sum of money applicable Redemption Date. “Redemption Price” shall mean an amount equal to one hundred fifty percent the Initial Redemption Percentage (150%as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid Principal Amount of the principal amount this Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion unpaid Principal Amount of this Note for which to be redeemed shall be determined by multiplying (1) the Holder has a pending election Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount of the Funding Agreement to convertbe redeemed by Protective Life, or for Conversion Notices by (B) the outstanding principal amount of the Funding Agreement. The Initial Redemption Percentage, if any, applicable to this Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the Principal Amount thereof to be redeemed. Notice must be given by the Holder not more than seventy-five (75) nor less than thirty (30) calendar days prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holderproposed redemption date. In the event of redemption of this Note in part only, a new Note for the Borrower fails unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof. If less than all of the Notes are redeemed, the Depositary will select by lot the amount of the interest of each direct participant in the Trust to pay the Redemption Amount on the Redemption Payment Date as set forth be redeemed. Unless otherwise specified herein, then the Trust may not redeem the Notes after the date that is thirty (i30) such Notice of Redemption will be null and void, (ii) Borrower will have no further right days prior to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe Stated Maturity Date.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a number Series or Class of authorized Notes in whole but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted not in part on any Payment Date (and is not suspended from tradinga “Redemption Payment Date”) on or after the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series or Class is reduced to less than the Subscription Agreement percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Section 13.1(a), in whole or in partit will cause the Issuer to notify the Indenture Trustee, together with interest accrued thereoneach Derivative Counterparty (as applicable, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion the related Series of this Note for which Notes) and the Holder has a pending election to convert, or for Conversion Notices given by the Holder Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, the Redemption Amount such redemption shall be paid cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in good funds accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date hold all rights, powers and options as set forth hereinunder this Indenture, then (i) until the Outstanding Note Balance of such Notice Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Redemption will be null this Indenture and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe related Indenture Supplement.

Optional Redemption. Unless otherwise provided in the applicable Terms Supplement, the Administrator may at its option redeem the outstanding Classes of REMIC Certificates of each Series (a) Provided that or, in the Company has case of a number of authorized but unissued shares of Common Stock sufficient for Double-Tier Series, the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations outstanding Lower-Tier Classes of any trading market Lower-Tier REMIC Pool) in whole, but not in part, upon not less than 30 or more than 60 days’ notice, on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under any Payment Date when the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the aggregate outstanding principal amount of this Note ("Optional Redemption")such Classes, in whole or in partafter giving effect to principal payments to be made on such Payment Date, together with would be less than 1% of the aggregate original principal amount of such Classes. Any optional redemption shall be at a redemption price equal to 100% of the unpaid principal amount of the Classes redeemed, plus accrued and unpaid interest accrued thereon, by paying for the Accrual Period relating to the Holder applicable Payment Date. In order to effect an optional redemption, the Administrator, on behalf of the Trustee, shall adopt a sum plan of money equal to one hundred fifty percent (150%complete liquidation meeting the requirements of a “qualified liquidation” under Section 860F(a)(4) of the principal amount Code. Pursuant to be redeemedthe plan, the Administrator shall liquidate all of the Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by the Administrator, and apply the net proceeds of such liquidation (together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given funds contributed by the Holder prior to Administrator if the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails net proceeds are insufficient) to pay the Redemption Amount redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the redemption price of the Lower-Tier Classes that constitute Mortgage Securities for the Upper-Tier REMIC Pool shall be applied as principal and interest on the Redemption Payment Date outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Following any redemption, any remaining proceeds from the liquidation of the Assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net of liquidation expenses, shall be distributed pro rata to the Holders of the related Residual Class upon surrender of their Certificates to the Administrator. Upon any redemption, any outstanding MACR Classes shall be retired from the proceeds of redemption of their related Regular Classes of REMIC Certificates. All decisions as set forth hereinto the making of an optional redemption, then (i) such Notice including the timing of Redemption will any optional redemption, shall be null and void, (ii) Borrower will have at the Administrator’s sole discretion. The Administrator shall be under no further right obligation to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by any Holder to make or not make an optional redemption, even if it would be a non-curable Event of Defaultin such Holder’s interest.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. This Option Redemption shall be available to the Borrower for 180 days from the date of the note and shall be of no effect thereafter.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement Note or any Transaction Document (the "“Redemption Amount"”) on the day written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of prepay this Note ("“Optional Redemption"), in whole or in part, together with interest accrued thereon, ”) by paying to the Holder a sum of money equal to one hundred fifty percent (150100%) of the principal amount to be redeemed, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the this Note, the Subscription Purchase Agreement or any Transaction Document other Related Agreement (the "“Redemption Amount"”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five ten (510) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice of Redemption will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (iicollectively, the “Outstanding Notes”) Borrower will have no further right and the Company pursuant to deliver another Notice of this Section 1.4 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and (iii) Borrower’s failure may be deemed by Holder make such payments to be all holders of Outstanding Notes on a non-curable Event pro rata basis based upon the Redemption Amount of Defaulteach Outstanding Note.

Optional Redemption. (a) Provided that At any time prior to the Par Call Date, the Company has a number of authorized but unissued shares of Common Stock sufficient for may redeem the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes at its option, in whole or from time to time in part, together with at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued thereonas of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, by paying plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder a sum of money record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to one hundred fifty percent (150%) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until . If all or less than all of the actual repayment date and any and all other sums due, accrued or payable Notes are to be redeemed at the Holder arising under option of the NoteCompany, the Subscription Agreement or any Transaction Document (Company will notify the "Redemption Amount") on the day written Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the "Notice Trustee) of Redemption") is the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the HolderTrustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Notice of Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall specify the date for select, in such Optional Redemption (the "Redemption Payment Date")manner as it shall deem fair and appropriate, which date shall be not no less than five (5) business 60 days after prior to the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Dateredemption, the Redemption Amount Notes to be redeemed in part. Neither the Company nor the Trustee shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then required to: (i) such Notice issue, register the transfer of Redemption will or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be null redeemed and void, ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) Borrower will have no further right to deliver another Notice register the transfer of Redemptionor exchange any Note, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event or portion thereof, called for redemption, except the unredeemed portion of Defaultany Note being redeemed in part.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of prepay this Note ("“Optional Redemption"), in whole or in part, together with interest accrued thereon, ”) by paying to the Holder a sum of money equal to one hundred fifty percent (150100%) of the principal amount to be redeemed, Principal Amount outstanding at such time together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the this Note, the Subscription Purchase Agreement or any Transaction Document other Related Agreement (the "“Redemption Amount"”) outstanding on the day Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five ten (510) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice of Redemption will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (iicollectively, the “Outstanding Notes”) Borrower will have no further right and the Company pursuant to deliver another Notice of this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and (iii) Borrower’s failure may be deemed by Holder make such payments to be all holders of Outstanding Notes on a non-curable Event pro rata basis based upon the Redemption Amount of Defaulteach Outstanding Note.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Securities Purchase Agreement (“Purchase Agreement”) or this Note shall or would existDebenture exists, the Borrower will have the option of prepaying the outstanding principal amount of this Note Debenture ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty five percent (150105%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Notethis Debenture, the Subscription Purchase Agreement or any Transaction Document (as defined in the Purchase Agreement) (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note Debenture for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. The funds for such redemption may not come from a third party financing or other financing provided by the Holder and may not result in the subsequent assignment of this debt.

Optional Redemption. Unless otherwise provided in the applicable Terms Supplement, Xxxxxxx Mac may at its option redeem the outstanding Classes of REMIC Certificates of each Series (a) Provided that or, in the Company has case of a number of authorized but unissued shares of Common Stock sufficient for Double-Tier Series, the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations outstanding Lower-Tier Classes of any trading market Lower-Tier REMIC Pool) in whole, but not in part, upon not less than 30 or more than 60 days' notice, on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under any Payment Date when the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the aggregate outstanding principal amount of this Note ("Optional Redemption")such Classes, in whole or in partafter giving effect to principal payments to be made on such Payment Date, together with would be less than 1% of the aggregate original principal amount of such Classes. Any optional redemption shall be at a redemption price equal to 100% of the unpaid principal amount of the Classes redeemed, plus accrued and unpaid interest accrued thereon, by paying for the Accrual Period relating to the Holder applicable Payment Date. In order to effect an optional redemption, Xxxxxxx Mac shall adopt a sum plan of money equal to one hundred fifty percent (150%complete liquidation meeting the requirements of a ""qualified liquidation'' under Section 860F(a)(4) of the principal amount Code. Pursuant to be redeemedthe plan, Xxxxxxx Mac shall liquidate all of the Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by Xxxxxxx Mac, and apply the net proceeds of such liquidation (together with accrued but unpaid interest thereon and interest that will accrue until funds contributed by Xxxxxxx Mac if the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount"net proceeds are insuÇcient) on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the redemption price of the Lower-Tier Classes that constitute Mortgage Securities for the Upper-Tier REMIC Pool shall be applied as principal and interest on the Redemption Payment Date outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Following any redemption, any remaining proceeds from the liquidation of the Assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net of liquidation expenses, shall be distributed pro rata to the Holders of the related Residual Class upon surrender of their Certificates to the Registrar. Upon any redemption, any outstanding MACR Classes shall be retired from the proceeds of redemption of their related Regular Classes of REMIC Certificates. All decisions as set forth hereinto the making of an optional redemption, then (i) such Notice including the timing of Redemption will any optional redemption, shall be null and void, (ii) Borrower will have at Xxxxxxx Mac's sole discretion. Xxxxxxx Mac shall be under no further right obligation to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by any Holder to make or not make an optional redemption, even if it would be a non-curable Event of Defaultin such Holder's interest.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no an Event of Default under (as defined in this Agreement and the Subscription Agreement Note) has not occurred, whether or this Note shall or would existnot such Event of Default has been cured, the Borrower Company will have the option of prepaying the outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with the interest accrued thereon, by paying to the Holder Subscriber a sum of money equal to one hundred fifty twenty percent (150120%) of the principal amount Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Subscriber arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderSubscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five ten (510) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder Subscriber has a pending election to convert, or for Conversion Notices notices given by the Holder Subscriber prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderSubscriber. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower Company will have no further right to deliver another Notice of Redemption, and (iii) BorrowerCompany’s failure may be deemed by Holder Subscriber to be a non-curable Event of Default.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "“Redemption Amount"”) on the day written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, and (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. Should the Company pay the redemption amount and the redemption amount plus the other amounts realized by the Holder, by sale of conversion shares or otherwise, be equal to or exceed $25,000, then the remainder of the note shall be extinguished.

Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (a“Optional Redemption”) Provided early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company has provides the Holder with written notice (each, a number “Redemption Notice”) of authorized but unissued shares its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Stock sufficient for Shares was less than the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder, or (y) at any time after the tenth (10th) Trading Day after the initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption Amount. The “Redemption Amount” shall be an amount equal to the outstanding Principal Market balance being redeemed by the Company, plus the Payment Premium in respect of such Principal amount, plus all accrued and such shares of Common Stock are approved for listing unpaid interest, if any on such Principal Market upon issuance if applicableamount. After receipt of a Redemption Notice, the Holder shall have ten (10) Trading Days (beginning with the Trading Day immediately following the date of such Common Stock is registered for resale under Redemption Notice) to elect to convert all or any portion of the Registration Statement Note. On the eleventh (11th) Trading Day after the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not converted and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and otherwise after giving effect thereto, no Event of Default under to conversions or other payments made during the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ten ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%10) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultTrading Day period.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market a trading market and such shares of Common Stock are approved for listing on such Principal Market trading market upon issuance if applicableissuance, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty ten percent (150110%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). The Borrower may provide a Notice of Redemption prior to the Effective Date only in connection with up to 20% the principal amount of this Note then outstanding together with interest accrued thereon. A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. During a Redemption Period occurring after the Actual Effective Date, the Holder may deliver Notices of Conversion for up to 20% of the initial principal amount of the Note and accrued interest. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. On and after _____________, 2002, the Corporation may, at its option, redeem at any time all of the outstanding Series A Preferred Stock or a part of the outstanding Series A Preferred Stock at a price per share (the "Redemption Price"), equal to $25.00 per share of Series A Preferred Stock, together with all accrued and unpaid dividends to and including the date fixed for redemption (the "Redemption Date"); provided, however, that no partial redemption of the Series A Preferred Stock may be effected if after giving effect thereto the aggregate Liquidation Value of the Series A Preferred Stock outstanding is less than $10,000,000. The Redemption Price and all accrued and unpaid dividends shall be paid in cash; provided, however, that if (a) Provided that a holder of Series A Preferred Stock desires to convert any of its Series A Preferred Stock called for redemption but such conversion would cause any direct or indirect holder which is classified as a real estate investment trust ("REIT") under Section 856 of the Company Code to own , directly or indirectly, more than 9.9% of the outstanding voting capital stock of the Corporation or would otherwise cause any direct or indirect holder of such outstanding voting capital stock to lose its status as a REIT under the Code, and (b) such holder has a so notified the Corporation in writing prior to the Redemption Date, stating the number of authorized but unissued shares of Series A Preferred Stock which have been called for redemption which such holder is unable to convert for such reason (such shares being referred to as the "Unconvertible Shares"), then the Corporation shall pay, in cash, the Redemption Price plus all accrued and unpaid dividends for each Unconvertible Share and shall issue to such holder a warrant to purchase the number of shares of Common Stock sufficient equal to (i) the fair market value of a share of Common Stock on the Redemption Date over the Redemption Price, multiplied by (ii) the number of shares of Common Stock into which the Unconvertible Shares redeemed from such holder were convertible immediately prior to such redemption, and divided by (iii) the fair market value of a share of Common Stock on the Redemption Date. Such warrant shall be exercisable without cost to the holder thereof at any time and from time to time for a period of ten (10) years from the date of issuance of all Conversion Shares underlying such warrant. The warrant shall be on such terms and conditions as are customarily contained in like warrants, including provisions to protect the remaining holder of the warrant from dilution. The Corporation shall have the right, at any time, to redeem such warrant at a price equal to the fair market value of such warrant on the date of any such redemption. The fair market value of a share of Common Stock on the Redemption Date shall be deemed to be the average of the daily closing prices of the Common Stock for thirty (30) consecutive trading days commencing forty-five (45) trading days before the Redemption Date. The closing price for each day shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not listed or admitted to trading on such Exchange, on the principal amount of this Note, such national securities exchange on which the Common Stock is listed or quoted (and is admitted to trading or, if not suspended from trading) listed or admitted to trading on any national securities exchange, the Principal Market and such shares closing sale price of the Common Stock are approved for listing or, in case no reported sale takes place, the average of the closing bid and asked prices, on such Principal Market upon issuance Nasdaq or any comparable system, or if applicable, such the Common Stock is registered for resale under not quoted on Nasdaq or any comparable system, the Registration Statement closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the prospectus under such Registration Statement is available for the sale National Association of all Registrable Securities held Dealers, Inc. selected from time to time by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest Corporation for that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultpurpose.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a number Series or Class of authorized Notes in whole but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted not in part on (and is not suspended from tradingi) any Payment Date (a “Redemption Payment Date”) on or after the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series or Class is reduced to less than the Subscription Agreement Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Section 13.1(a), in whole or in partit will cause the Issuer to notify the Indenture Trustee, together with interest accrued thereoneach Derivative Counterparty (as applicable, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion the related Series of this Note for which Notes) and the Holder has a pending election to convert, or for Conversion Notices given by the Holder Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, the Redemption Amount such redemption shall be paid cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in good funds accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date hold all rights, powers and options as set forth hereinunder this Indenture, then (i) until the Outstanding Note Balance of such Notice Series or Class, plus all accrued and unpaid interest and other amounts due in respect of Redemption will be null the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and voidthe allocations, (ii) Borrower will have no further right to deliver another Notice deposits and payments sections of Redemption, this Indenture and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe related Indenture Supplement.

Optional Redemption. (a) Provided that In the Company has a number of authorized but unissued shares of Common Stock sufficient for event the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of Issuer elects to redeem any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Notes in whole or in part, together with interest accrued thereon, by paying the Issuer shall give written notice to the Holder a sum of money equal to one hundred fifty percent (150%) Issuing and Paying Agent of the principal amount of such Notes to be so redeemed in accordance with the terms set forth in the Notes. In any such written notice, (a) if Certificated Notes are to be redeemed, together with accrued but unpaid the Issuer shall identify such Notes by specifying the interest thereon and rate or formula pursuant to which interest that will accrue until is calculated on such Notes, the actual repayment Interest Payment Dates, the stated maturity date and any and all other sums dueredemption terms or (b) if Book-Entry Notes are to be redeemed, accrued or payable the Issuer shall identify such Notes by specifying the CUSIP number assigned to the Holder arising under the Note, the Subscription Agreement Global Note or Notes representing such Notes. The Issuing and Paying Agent shall cause any Transaction Document (the "Redemption Amount") on the day written such notice of redemption (the "Notice of Redemption") is given to be forwarded to the HolderRegistered Holders of the Notes to be redeemed in accordance with the terms set forth in the Notes in the name and at the expense of the Issuer. The Notice Whenever less than all of Redemption the Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, the Issuing and Paying Agent shall specify reduce the date for principal amount of one or more Global Notes, by the amount of such Optional Redemption redemption, by means of an appropriate adjustment on the records of the Issuing and Paying Agent, subject to the rules and procedures of the Depositary, or (b) in the "Redemption Payment Date")case of all other Notes, the Issuing and Paying Agent shall select the Notes to be so redeemed ratably among Registered Holders. Any Note which date is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be not less than five (5) business days after surrendered to the date Corporate Trust Office, and the Issuer shall execute, and upon receipt of Issuance Instructions from an Authorized Representative of the Notice Issuer, the Issuing and Paying Agent shall authenticate and deliver to the Registered Holder of Redemption (such Note, without service charge, a new Note of like tenor and terms, of any Authorized Denomination as requested by such Registered Holder, in an aggregate principal amount equal to and in exchange for the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any unredeemed portion of this the principal of such Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultso surrendered.

Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to January 26, 2023. On or after January 26, 2023, the Company may redeem (aan “Optional Redemption”) Provided for cash all or any portion of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Common Shares exceeds 150% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 16.02; provided that the Company may not exercise its Optional Redemption right unless (x) all Common Shares delivered to a Holder that elects to convert all or any portion of its Notes in connection with the related Redemption Notice are freely tradeable under Rule 144 by such Holder (other than the Company’s Affiliates or a Holder that has been the Company’s Affiliate at any time during the three months preceding) without restriction pursuant to Rule 144 or (y)(I) a number of authorized but unissued shares of Common Stock sufficient for shelf registration statement registering the issuance resale of all Conversion Common Shares underlying delivered to a Holder that elects to convert all or any portion of its Notes in connection with the remaining principal amount of this Note, such Common Stock related Redemption Notice is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale effective under the Registration Statement Securities Act and the prospectus under such Registration Statement is available for use by such Holder and (II) the sale of all Registrable Securities held by the Subscriber, Company expects such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, shelf registration statement to remain effective and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date so available for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after use from the date of the Notice delivery of such Common Shares through the date that is thirty (30) calendar days following such delivery. The Company may not exercise its Optional Redemption (right at any time when any “Holder” as defined in and pursuant to the "Redemption Period"). A Notice Exchange Agreement is in possession of Redemption shall not be effective with respect material non-public information about the Company or its securities that has been provided to any portion of this Note for which the such Holder has a pending election to convert, or for Conversion Notices given by the Holder prior Company or its representatives pursuant to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultdisclosure or similar agreement with the Company or otherwise (as reasonably determined by the Company).

Optional Redemption. (a) Provided that In the Company has a number of authorized but unissued shares of Common Stock sufficient for event the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of Issuer elects to redeem any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Notes in whole or in part, together with interest accrued thereon, by paying the Issuer shall give written notice to the Holder a sum of money equal to one hundred fifty percent (150%) Agent of the principal amount of such Notes to be so redeemed in accordance with the terms set forth in the Notes. In any such written notice, (a) if certificated notes are to be redeemed, together with accrued but unpaid the Issuer shall identify such notes by specifying the interest thereon and rate or formula pursuant to which interest that will accrue until is calculated on such notes, the actual repayment Interest Payment Dates, the stated maturity date and redemption terms or (b) if book-entry notes are to be redeemed, the Issuer shall identify such notes by specifying the CUSIP number assigned to the Global Note or notes representing such notes. The Agent shall cause any such notice of redemption to be forwarded to the Holders of the Notes to be redeemed in accordance with the terms set forth in the Notes in the name and at the expense of the Issuer. Whenever less than all of the Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the Agent as custodian for the Depositary or its nominee, the Agent shall reduce the principal amount of one or more Global Notes, by the amount of such redemption, by means of an appropriate adjustment on the records of the Agent, subject to the rules and procedures of the Depositary, or (b) in the case of all other sums dueNotes, accrued or payable the Agent shall select the Notes to be so redeemed ratably among Holders. Any Note which is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be surrendered to the Paying Agent Office, and the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer, the Agent shall authenticate and deliver to the Holder arising under the of such Note, without service charge, a new Note of like tenor and terms, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date unredeemed portion of the Notice principal of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this such Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultso surrendered.

Optional Redemption. (a) Provided that The Owners at their option may, on any Payment Date, redeem the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Term Notes in whole or in part, together with interest accrued thereon, by paying to the Holder part upon payment of a sum of money redemption price equal to one hundred fifty percent (150%) 100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption, provided that if (i) such redemption occurs prior to February 1, 2018 and (ii) a Vessel is then subject to the related Charter or to an Acceptable Replacement Charter pursuant to which the charterer thereunder is required to pay charter hire equal to or greater than the Charter Hire payable by the Charterer during the Fixed Period, then the Make-Whole Premium shall be redeemedpayable with respect to Mortgage Notes in an amount equal to Allocated Principal Amount of the Mortgage Notes for such Vessel. In addition, in the event a Charter is terminated and an Acceptable Replacement Charter is commercially unavailable, the Owners, at their option, may redeem the Mortgage Notes in part in an amount equal to the Allocated Principal Amount of the Mortgage Notes for the related Vessel upon payment of a redemption price equal to 100% of the principal amount thereof, together with accrued but unpaid interest thereon (including default interest) to the date fixed for redemption, provided that, in connection with any such optional redemption of Mortgage Notes pursuant to this Section 12.1(b), and interest that will accrue until notwithstanding any of the actual repayment date provisions of this Indenture and without further consent from Noteholders, the Indenture Trustee shall promptly release the Vessel, relating to the Allocated Principal Amount of the Mortgage Notes so optionally redeemed, to its Owner and such Owner and the Indenture Trustee shall be entitled to amend or terminate any and all other sums dueapplicable Security Documents in connection with, accrued and to reflect, the release of such Vessel, and provided further, that the Indenture Trustee, in connection with any such release, amendment or payable termination, has received a Company Order requesting such release, amendment and termination, which Company Order shall be accompanied by the form(s) of such release, amendment and termination agreement(s) and an Officers' Certificate and an Opinion of Counsel to the Holder arising under the Noteeffect that all conditions precedent provided for in this Indenture to such release, the Subscription Agreement or any Transaction Document (the amendment and termination have been complied with."Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existexists, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the this Note, the Subscription Purchase Agreement or any Transaction Document (as defined in the Purchase Agreement) (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. The funds for such redemption may not come from a third party financing or other financing provided by the holder and may not result in the subsequent assignment of this debt.

Optional Redemption. (a) Provided that Subject to the provisions of this Section 5, the Company has may, at any time, deliver a notice to the Holders (an "OPTIONAL REDEMPTION NOTICE" and the date such notice is deemed delivered hereunder, the "OPTIONAL REDEMPTION NOTICE DATE") of its irrevocable election to redeem all, but not less than all, of the then outstanding Debentures, for an amount, in cash, equal to the Optional Redemption Amount on the 30th Trading Day following the Optional Redemption Notice Date (such date, the "OPTIONAL REDEMPTION DATE" and such redemption, the "OPTIONAL REDEMPTION"). The Optional Redemption Amount is due in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if from the Optional Redemption Notice Date through to the Optional Redemption Date, each of the following shall be true: (i) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Conversion Notices prior to the Optional Redemption Date, (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holders and all of the Underlying Shares as are issuable to the Holders upon conversion in full of the Debentures subject to the Optional Redemption (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on the Principal Market (and the Company believes, in good faith, that trading of the Common Stock on the Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock sufficient for the issuance of all Conversion the Underlying Shares underlying as are issuable to the remaining principal amount Holder upon conversion in full of this Note, such Common Stock is listed or quoted the Debentures subject to the Optional Redemption; (vi) no Event of Default has occurred and is not suspended from tradingcontinuing; (vii) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon an issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by of the Subscriber, such issuance Underlying Share upon conversion hereunder would be permitted in full without violating the limitations set forth in Section 2.3 herein 4(a)(ii)(A) or (B); and (viii) no public announcement of a pending or proposed Fundamental Transaction or acquisition transaction has occurred that has not been consummated. If any of the rules or regulations of foregoing conditions shall cease to be satisfied at any trading market on which such Common Stock may be listed or quotedtime during the required period, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to then the Holder a sum of money equal may elect to one hundred fifty percent (150%) of nullify the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (Notice in which case the "Option Redemption Payment Date"), which date Notice shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (iiab initio. The Holders may convert, pursuant to Section 4(a)(i) Borrower hereof, any shares of Debentures subject to an Optional Redemption at any time prior to the date that the Optional Redemption Amount and all amounts owing thereon are due and paid in full. The Company covenants and agrees that it will have no further right to deliver another honor all Conversion Notices tendered from the time of delivery of the Optional Redemption Notice of Redemption, through the date all amounts owing thereon are due and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultpaid in full.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("“ Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement Note or any Transaction Document (the "“ Redemption Amount"”) on the day written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. From and after the 18 month anniversary of the Issue Date (aas hereinafter defined), the Company, at its option, may upon written notice redeem the Notes, in whole but not in part and from all but not less than all the holders of the Notes, to the extent it has funds legally available and irrevocably reserved therefor and such redemption is not prohibited by the terms of its outstanding indebtedness, at the redemption price of 100% of the Face Amount thereof, plus an amount equal to the accrued and unpaid interest and Payments thereon, if any, to the redemption date; provided (i) Provided that the Closing Price of the Common Stock (as defined below) on each of the thirty (30) consecutive trading days immediately preceding the Redemption Record Date (defined below) equals or exceeds 200% of the initial Conversion Price (as hereinafter defined) and there has been Effective Registration on each of such thirty (30) consecutive trading days, and (ii) the Company has a number is permitted (without the necessity of authorized but unissued any further approvals or action) by law and under the rules of any securities exchange on which the Common Stock is traded to convert all the Notes (assuming full exercise of all Warrants) into shares of Common Stock sufficient for and the issuance Company intends and has the financial resources and ability to repurchase all of all Conversion Shares underlying the remaining principal amount outstanding Notes, and certifies to those facts in its written notice of redemption. As used herein, the "CLOSING PRICE" of any security on any day means the last reported sale price regular way on such day or, in the case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way of the Common Stock, in each case as quoted on NASDAQ. Nothing in this Section 3 shall prevent the holder from converting at any time prior to the payment of the redemption proceeds of this Note, such Common Stock is listed or quoted (. As used herein and is not suspended from trading) on in the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existother Transaction Documents, the Borrower will term "EFFECTIVE REGISTRATION" shall have the option of prepaying meaning specified in the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultAgreement.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would The Senior Notes shall be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have subject to ------------------- redemption at the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Operating Partnership, in whole or in part, together with interest accrued thereonat any time, by paying and from time to time, at a redemption price equal to the Holder a sum of money equal to one hundred fifty percent (150%i) of the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Senior Notes (together, the "Redemption Price"). If notice has been given as provided in the Original Indenture and funds for the redemption of any Senior Notes called for redemption shall have been made available on the redemption date referred to in such notice, such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders from and after the redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not less than 30 nor more than 60 days prior to the date fixed for redemption. The notice of redemption shall specify, among other items, the Senior Notes to be redeemed, together with accrued but unpaid interest thereon the Redemption Price and interest that will accrue until the actual repayment date and any and principal amount of the Senior Notes held by such Holder to be redeemed. If less than all other sums due, accrued or payable the Senior Notes are to be redeemed at the Holder arising under option of the NoteOperating Partnership, the Subscription Agreement or any Transaction Document (Operating Partnership will notify the "Redemption Amount") on the day written Trustee at least 45 days prior to giving notice of redemption (the "Notice of Redemption") or such shorter period as is given satisfactory to the HolderTrustee) of the aggregate principal amount of the Senior Notes to be redeemed and their redemption date. The Notice Trustee shall select, pro rata, by lot or in such manner as it shall deem fair and appropriate, Senior Notes to be redeemed in whole or in part. Senior Notes may be redeemed in part in the authorized denomination of Redemption $1,000 or in any integral multiple thereof; provided, that, in the case of a partial redemption, until the Private Placement -------- Legend shall specify have been removed therefrom, the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date remaining principal amount of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption any Senior Notes owned by any Holder or beneficial owner shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Dateless than $100,000. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth As used herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.:

Optional Redemption. (a) Provided that If so specified in the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of Pricing Supplement, this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock Note may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have redeemed at the option of prepaying the outstanding Issuer on any date on and after the Initial Redemption Date, if any, specified in the Pricing Supplement (the “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part at the option of the Issuer at the applicable Redemption Price (as defined below), together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note to, but excluding, the Redemption Date, on notice given not more than 60 nor less than 30 calendar days (unless specified otherwise in the Pricing Supplement) prior to the Redemption Date; provided, however, that in the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, €50,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued to the bearer hereof upon the surrender of this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the applicable Registrar by such method as such Registrar shall deem fair and appropriate. If this Note is redeemable at the option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of this Note ("Optional Redemption")to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified in whole or in partthe Pricing Supplement, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue redeemed until the actual repayment date Redemption Price is 100% of such principal amount. From and after any redemption date, if monies for the redemption of this Note (or portion hereof) shall have been made available for redemption on such redemption date, this Note (or such portion hereof) shall cease to bear interest and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective holder’s only right with respect to any portion of this Note for which (or such portion hereof) shall be to receive payment of the Holder has principal amount of the Note being redeemed (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a pending election to convertSubordinated Note, or for Conversion Notices given by as indicated on the Holder face hereof, it may not be redeemed at the option of the Issuer prior to the Redemption Payment Date. On Stated Maturity Date without the Redemption Payment Date, prior written approval of the Redemption Amount shall be paid in good funds to United States Office of the Holder. In Comptroller of the event Currency (the Borrower fails to pay “OCC”) or any other bank supervisory authority having jurisdiction over the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) Issuer and requiring such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultapproval.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no an Event of Default under (as defined in this Agreement and the Subscription Agreement Note) has not occurred, whether or this Note shall or would existnot such Event of Default has been cured, the Borrower Company will have the option of prepaying the outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with the interest accrued thereon, by paying to the Holder Subscriber a sum of money equal to one hundred fifty twenty percent (150120%) of the principal amount Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Subscriber arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderSubscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five thirty (530) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder Subscriber has a pending election to convert, or for Conversion Notices notices given by the Holder Subscriber prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderSubscriber. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower Company will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s Company's failure may be deemed by Holder Subscriber to be a non-curable Event of Default.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that The Issuer at its option may, at any time, redeem all, or from time to time any part, of the Company has a number Notes upon payment of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Notethe Notes, such Common Stock is listed or quoted plus accrued interest to the date of redemption, plus the Make-Whole Amount, if any (and is not suspended from trading) on the Principal Market and such shares of Common Stock "Redemption Price"). If less than all the Notes are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would to be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have redeemed at the option of prepaying the outstanding Issuer, the Issuer will deliver to the Trustee at least 45 days prior to the Redemption Date (or such shorter period as the Trustee may accept) an Officers' Certificate stating the aggregate principal amount of this Note ("Optional Redemption")Notes to be redeemed. If less than all the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Notes to be redeemed in whole or in part, together with interest accrued thereon, by paying . Notes may be redeemed in part in multiples equal to the Holder a sum minimum authorized denomination for Notes. Unless the Trustee has been requested to notify Holders of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable redemption pursuant to the Holder arising under the Notelast paragraph of Section 9.02, the Subscription Agreement or any Transaction Document Trustee shall promptly (but in no event after the "Redemption Amount"later of (a) on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business that is ten days after the date of receipt by the Notice Trustee of Redemption the Officers' Certificate referred to in the first paragraph of this Section 9.01 and (b) the "Redemption Period")date that is five days before the date identified by the Issuer in such Officers' Certificate as the date on which the Issuer intends to give notice of redemption) notify the Issuer in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. A Notice For all purposes of Redemption shall not this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes, in the case of any Note redeemed or to be effective with respect redeemed only in part, relates to any the portion of this the principal amount of such Note for which the Holder has a pending election to convert, been or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder is to be a non-curable Event of Defaultredeemed.

Optional Redemption. (a) Provided that At any time prior to the Par Call Date, the Company has a number of authorized but unissued shares of Common Stock sufficient for may redeem the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes at its option, in whole or from time to time in part, together with at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued thereonas of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 30 basis points, by paying plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder a sum of money record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to one hundred fifty percent (150%) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until . If all or less than all of the actual repayment date and any and all other sums due, accrued or payable Notes are to be redeemed at the Holder arising under option of the NoteCompany, the Subscription Agreement or any Transaction Document (Company will notify the "Redemption Amount") on the day written Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the "Notice Trustee) of Redemption") is the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the HolderTrustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Notice of Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall specify the date for select, in such Optional Redemption (the "Redemption Payment Date")manner as it shall deem fair and appropriate, which date shall be not no less than five (5) business 60 days after prior to the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Dateredemption, the Redemption Amount Notes to be redeemed in part. Neither the Company nor the Trustee shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then required to: (i) such Notice issue, register the transfer of Redemption will or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be null redeemed and void, ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) Borrower will have no further right to deliver another Notice register the transfer of Redemptionor exchange any Note, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event or portion thereof, called for redemption, except the unredeemed portion of Defaultany Note being redeemed in part.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement The Class A Notes and the prospectus under such Registration Statement Class B Notes are subject to redemption, in whole, prior to the respective Final Scheduled Payment Date, at the option of the Owner Trustee, acting at the direction of the Administrator, as long as COAF or an affiliate of COAF is available for the sale of all Registrable Securities held by the SubscriberAdministrator, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of on any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the Aggregate Outstanding Principal Balance of the Class A Notes plus the Aggregate Outstanding Principal Balance of the Class B Notes (after giving effect theretoto payments on such Payment Date) shall be less than or equal to 10% of the sum of the Original Principal Balance of the Class A Notes and the Original Principal Balance of the Class B Notes, no Event of Default under upon (i) delivery to the Subscription Agreement or this Note shall or would existIndenture Trustee, the Borrower will have Swap Counterparty (unless the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying Interest Rate Swap Agreement has been terminated and all amounts owed to the Holder a sum of money equal to one hundred fifty percent (150%Swap Counterparty have been paid in full) of and the principal amount to be redeemedNote Insurer, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five twenty (520) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On date fixed for redemption, of an Officer's Certificate from the Redemption Payment Date, Owner Trustee stating the Redemption Amount shall be paid in good funds Owner Trustee's election to redeem the Holder. In Class A Notes and the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and voidClass B Notes, (ii) Borrower will have no further right the deposit by the Owner Trustee into the Revenue Fund, to deliver another Notice the extent of Redemptionany shortfall therein, or the direction by the Owner Trustee to the Indenture Trustee to transfer funds from the Reserve Fund for deposit into the Revenue Fund, in the following order of priority, an amount equal to the sum of (A) the Class A Note Interest due on such Payment Date, (B) the Class B Note Interest due on such Payment Date, (C) the Aggregate Outstanding Principal Balance of the Class A Notes, (D) all Premiums, fees, expenses, Reimbursement Obligations and any other amount of or due to the Note Insurer, (E) the Aggregate Outstanding Principal Balance of the Class B Notes, (F) to the Swap Counterparty, any other fees, expenses and other amounts payable upon optional redemption, including reimbursement of all Swap Termination Payments paid under the Swap Policy and including all Swap Termination Payments under any previously terminated Interest Rate Swap Agreement, as certified to the Owner Trustee and the Note Insurer by the Servicer and (G) to the Indenture Trustee and the Servicer any fees, expenses and other amounts payable upon optional redemption and (iii) Borrower’s failure may be deemed payment of the amounts and to the Persons specified in clause (ii) in the order of priority set forth in clause (ii). If the Administrator fails to give such direction to the Owner Trustee, the Note Insurer shall have the option to direct the Owner Trustee to redeem the Class A Notes, in whole, by Holder providing notice to the Owner Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Indenture Trustee of such election and depositing or causing to be deposited with the Indenture Trustee the amounts specified in (ii)(A) and (C) in the preceding sentence, or causing to be transferred to the Revenue Fund from the Reserve Fund the foregoing amounts; provided that amounts on deposit in the Reserve Fund shall be available to redeem the Class A Notes, to pay accrued interest on the Class B Notes and to pay fees, Premiums and expenses then due and owing, including those of the Note Insurer, and thereafter, any remaining amounts on deposit in the Reserve Fund shall be available to redeem the Class B Notes. No optional redemption shall be permitted without the prior written consent of the Note Insurer if it would result in a non-curable Event draw on the Note Policy. Upon receipt of Defaultsuch amounts the Indenture Trustee shall (x) make the final payment in full to the Class A Noteholders and the Class B Noteholders as described herein and in the order of priority set forth above, (y) pay to the appropriate parties all Premiums, Swap Termination Payments, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due and (z) only if the Aggregate Outstanding Principal Balance of the Class A Notes and the Aggregate Outstanding Principal Balance of the Class B Notes have been reduced to zero, all interest accrued thereon has been paid in full and all such Premiums, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due have been paid in full and all Interest Rate Swap Agreement has been terminated and all amounts payable to the Swap Counterparty, including, without limitation, all Swap Termination Payments under any previously terminated Interest Rate Swap Agreement, have been paid in full, release any remaining assets in the Trust Property to the Seller.

Optional Redemption. (a) Provided that At any time after the Original Issue Date and before the Maturity Date, the Company has may, deliver a number of authorized but unissued shares of Common Stock sufficient for written notice to the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted Holder (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement an “Optional Redemption Notice” and the prospectus under date such Registration Statement notice is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdeemed delivered hereunder, the Borrower will have “Optional Redemption Notice Date”) of its irrevocable election to redeem all of the option of prepaying the then outstanding principal amount of this Note ("Optional Redemption"), for cash in whole or in part, together with interest accrued thereon, by paying an amount equal to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the 20th calendar day following the Optional Redemption Payment Notice Date as set forth herein(such date, the “Optional Redemption Date”, such 20 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (iprovided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) such in which case the Optional Redemption Notice of Redemption will shall be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultab initio.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series of Notes, the Issuer has the right, but not the obligation, to redeem a number Series of authorized Notes in whole but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted not in part on any Payment Date (and is not suspended from tradinga “Redemption Payment Date”) on or after the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series is reduced to less than the Subscription Agreement or percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series of Notes pursuant to this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Section 13.1(a), in whole or in part, together with interest accrued thereon, by paying it will cause the Issuer to notify the Holder a sum Holders of money equal to one hundred fifty percent such redemption at least ten (150%10) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, payments on such Series of Notes will thereafter continue to be made in accordance with this Indenture and the Redemption Amount related Indenture Supplement, and the Holders of such Series of Notes and the related Administrative Agent shall be paid in good funds continue to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date hold all rights, powers and options as set forth hereinunder this Indenture, then (i) until the Outstanding Note Balance of such Notice Series, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Redemption will be null this Indenture and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe related Indenture Supplement.

Optional Redemption. (a) Provided that The Company, at its option at any time following the date of issuance, may redeem this Note, in whole or in part, from time to time at a redemption price equal to the principal amount of this Note then outstanding, plus accrued and unpaid interest to and including the date fixed for the redemption. In addition, if such redemption occurs on or before June 18, 2001, the Company has also shall issue to the record holder of this Note a warrant to purchase at the Conversion Price (as defined in Section 4(c)) a number of authorized but unissued shares of Common Stock sufficient for equal to the issuance number of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance into which this Note would be permitted convertible on the date of redemption pursuant to Section 4, which warrant shall have terms and conditions substantially similar to the form of warrant attached hereto as Annex A (the "Warrant"). The redemption price as determined in full without violating Section 2.3 this paragraph, including the Warrant, shall be hereinafter referred to as the "Redemption Price". Notwithstanding anything herein or to the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existcontrary, the Borrower will have the option Company may not redeem less than one-half of prepaying the outstanding principal amount of this Note ("Optional Redemption")at any one time. Not more than 60 nor less than 10 days before the redemption date, in whole or in partnotice by first class mail, together with interest accrued thereonpostage prepaid, by paying shall be given to the Holder a sum Holders of money equal to one hundred fifty percent (150%) record of the principal amount this Note to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable addressed to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") such Holders at their last addresses as shown on the day written books of the Registrar. Each such notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date fixed for such Optional redemption, the Redemption (Price, the "Redemption Payment Date")place or places of payment, which that payment will be made upon presentation and surrender of this Note, that on and after the redemption date interest will cease to accumulate on this Note, the then-effective Conversion Price pursuant to Section 4 and that the right of Holders to convert pursuant to Section 4 shall terminate at the close of business on the fifth business day prior to the redemption date. Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not less than five (5) business days the Holder of this Note receives such notice; and failure properly to give such notice by mail, or any defect in such notice, to the Holders of this Note designated for redemption shall not affect the validity of the proceedings for the redemption of this Note. On or after the date fixed for redemption as stated in such notice, each Holder of this Note shall surrender the certificate evidencing this Note to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the Notice Redemption Price. If less than all outstanding principal of Redemption (this Note is redeemed, a new certificate shall be issued representing the "Redemption Period")unredeemed portion of this Note. A Notice of Redemption If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing this Note shall not be effective have been surrendered, the interest with respect to any portion of this Note so called shall cease to accrue after the date fixed for which redemption, the Holder has a pending election to convertNote (or portion thereof so redeemed) shall no longer be deemed outstanding, or for Conversion Notices given by the Holder prior and all rights whatsoever with respect to the Redemption Payment Date. On Note (or portion thereof) so called for redemption (except the right of the holders to receive the Redemption Payment Date, the Redemption Amount Price without interest upon surrender of their certificates therefor) shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultterminate.

Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (a“Optional Redemption”) Provided early a portion or all amounts outstanding under this Note as described in this Section; provided that the Company has provides the Holder with written notice (each, a number “Redemption Notice”) of authorized but unissued shares its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given (x) if the VWAP of the Common Stock sufficient for Shares was less than the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) Fixed Price on the Principal Market and date such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicableRedemption Notice is delivered, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held unless otherwise agreed by the SubscriberHolder, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, (y) provided no Event of Default under has occurred, at any time after the Subscription Agreement or this thirtieth (30th) Trading Day after the initial Registration Statement has been declared effective. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption Amount. The “Redemption Amount” shall or would existbe an amount equal to the outstanding Principal balance being redeemed by the Company, plus the Payment Premium in respect of such Principal amount, plus all accrued and unpaid interest, if any on such Principal amount. After receipt of a Redemption Notice, the Borrower will Holder shall have ten (10) Trading Days (beginning with the option Trading Day immediately following the date of prepaying such Redemption Notice) to elect to convert all or any portion of the outstanding principal amount of this Note Note. On the eleventh ("Optional Redemption")11th) Trading Day after the applicable Redemption Notice, in whole or in part, together with interest accrued thereon, by paying the Company shall deliver to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective Amount with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior Principal amount redeemed to the Redemption Payment Date. On extent not converted and otherwise after giving effect to conversions or other payments made during the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then ten (i10) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultTrading Day period.

Optional Redemption. (a) Provided Within 179 days of the date hereof, provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the a Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in partpartwha, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty thirty percent (150130%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. The funds for such redemption may not come from a third party financing or other financing provided by the holder and may not result in the subsequent assignment of this debt.

Optional Redemption. In the event that a Change of Control (aas defined hereunder) Provided occurs, the holder of each Bond will have the right (but not the obligation) to require the Issuer to redeem all the Bonds it holds, as herein provided, at the Early Redemption Date and at the Early Redemption Amount. To exercise such right, the relevant Bondholder will deliver, at any time during the Early Redemption Period, to the financial intermediary where the Bonds are held, a duly completed and signed notice of exercise that shall be in conformity in substance, form and content with the Company has model in Schedule 1 (an Early Redemption Request Notice). By delivering an Early Redemption Request Notice, the Bondholder shall undertake to hold the Bonds up to the date of effective redemption of the Bonds. Payment in respect of any such Bond being the subject of the Early Redemption Request Notice shall be made by transfer to a number Euro account maintained with a bank in a city in which banks have access to the TARGET System as specified by the relevant Bondholder to the financial intermediary at which the Bonds are held. The Early Redemption Request Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Bonds being the subject of authorized but unissued shares such Early Redemption Request Notice delivered as aforesaid on the Early Redemption Date. If, as a result of Common Stock sufficient for this Condition 5.6.3, holders of the issuance Bonds submit Early Redemption Request Notices in respect of all Conversion Shares underlying at least 85 % per cent of the remaining aggregate principal amount of this Note, the Bonds outstanding at such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existtime, the Borrower will have the option Issuer may, having given a notice of prepaying the outstanding principal amount of this Note not less than 10 ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying ten) nor more than 20 (twenty) Business Days to the Holder a sum of money equal to one hundred fifty percent (150%) Bondholders in accordance with Condition 5.13, redeem all of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until Bonds then outstanding at the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "relevant Early Redemption Amount") on the day written . This notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall be irrevocable and shall specify the date fixed for redemption of the Bonds. Payment in respect of any such Optional Redemption (the "Redemption Payment Date"), which date Bond shall be not less than five (5) business days after made as specified above. For the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion purposes of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.Condition 5.6.3:

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the The Borrower will have the option of prepaying redeeming the outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with interest accrued thereonsubject to the other payment provisions herein, by paying to the Holder a sum Purchaser 110% of money equal to one hundred fifty percent (150%) of the such principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Purchaser arising under the Notethis Agreement, the Subscription Agreement Note or any Transaction Document other document delivered herewith (the "Redemption Amount") outstanding on the day written notice of redemption (the "“Notice of Redemption"”) is given delivered to the Holdera Purchaser ("Redemption Date"). The A Notice of Redemption shall specify may not be given in connection with any portion of Note for which a Notice of Conversion has been given by the date for such Optional Purchaser at any time before receipt of a Notice of Redemption (or given pursuant to the "Redemption Payment Date"), which date shall be not less than following sentence. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the date Borrower a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (the "Redemption Period")Redemption. A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the The Redemption Amount shall must be paid in good funds to the HolderPurchaser no later than the seventh (7th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Borrower fails to pay the Redemption Amount on by the Optional Redemption Payment Date, then the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void. A Notice of Redemption may be given by the Borrower, provided (i) no Event of Default as described in the Note shall have occurred or be continuing; and (ii) Borrower will have no further right to deliver another Notice the Note Shares issuable upon conversion of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be the full outstanding Note principal are included for unrestricted resale in a non-curable Event registration statement effective as of Defaultthe Redemption Date.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or prepay this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")at any time, in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent without penalty or premium. If within six (150%6) months of the principal amount to be redeemeddate of issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the this Note, the Subscription Purchase Agreement or any Transaction Document other Related Agreement (collectively, the "“Redemption Amount"”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) of any fees it received from the Company on the day date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption (the "“Notice of Redemption"”) is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be not less than five within ten (510) business days after of the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice of Redemption will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (iicollectively, the “Outstanding Notes”) Borrower will have no further right and the Company pursuant to deliver another Notice of this Section 1.4 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and (iii) Borrower’s failure may be deemed by Holder make such payments to be all holders of Outstanding Notes on a non-curable Event pro rata basis based upon the Redemption Amount of Defaulteach Outstanding Note.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the SubscriberSubscriber or there is an applicable exemption from registration, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. Commencing six (a6) Provided that months after the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount original Issue Date of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred fifty percent (150100%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the "“Redemption Amount") on the day written ”). Bxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five thirty (530) business days Trading Days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. In the event that there shall not have occurred a dosing of a Qualified Public Offering (aas defined in Section 4(b) Provided that hereof) prior to December 23, 2000, at the Company has a number election of authorized but unissued each holder of the Series Preferred Stock outstanding as of December 24, 2000, the Corporation shall redeem all shares of Common the Series Preferred Stock sufficient then outstanding. Payment of the applicable Redemption Price (as defined below) shall be made by the Corporation on January 23, 2001, for a cash price equal to the issuance original purchase price paid by such holders for each share of all Conversion Shares underlying the remaining principal amount of this NoteSeries Preferred Stock outstanding, such Common Stock is listed adjusted for any stock split, combined consolidation or quoted (and is not suspended from trading) on the Principal Market and stock distribution or stock dividends with respect to such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption AmountPrice") ). On or prior to December 24, 2000, the Corporation shall give written notice by mail, postage prepaid, to the holders of the then outstanding shares of the Series Preferred Stock at the address of each such holder appearing on the day books of the Corporation or given by such holder to the Corporation for the purpose of notice. Such notice shall set forth the Redemption Price as defined above) and shall further state that any holder of the Series Preferred Stock who intends to request redemption of its Series Preferred Stock pursuant to this Section 5(a) must give written notice of redemption (the "Notice of Redemption") is given to the HolderCorporation of its request for redemption on or before January 11, 2001. The Notice If the Corporation receives requests for redemption on or prior to January 11, 2001 from the holders of Redemption a majority of the Series Preferred Stock, it shall specify give written notice by mail, postage prepaid, to the date for such Optional Redemption holders of Series Preferred Stock that all shares of the Series Preferred Stock then outstanding will be redeemed on January 23, 2001 (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior per share cash price equal to the Redemption Payment DatePrice. The notice shall further call upon such holders to surrender to the Corporation on or before the Redemption Date at the place designated in the notice such holder's certificate or certificates representing the shares to be redeemed. On or after the Redemption Payment Date, each holder of shares of the Redemption Amount Series Preferred Stock called for redemption shall be paid in good funds surrender the certificate evidencing such shares to the HolderCorporation. In the event case of any certificate or certificates which have been lost, stolen or destroyed, the Borrower fails holder of such certificate or certificate shall make and deliver an affidavit of that fact to pay the Redemption Amount on Corporation without the Redemption Payment Date as set forth herein, then (i) such Notice necessity of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be giving the Corporation a non-curable Event of Defaultbond.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock This Note may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), redeemed in whole or in partpart upon not less than 30 nor more than 60 days' notice, together with at any time and from time to time prior to the Stated Maturity, at the option of the Company at the redemption price of $1,000 per $1,000 principal amount of Notes, plus any interest accrued thereonbut not paid prior to (but not including) the Optional Redemption Date, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) if both of the principal amount following have occurred: (i) payment in full by the Company of the Non-Convertible Notes including without limitation, accrued but unpaid interest, pre-payment penalties, fees or other expenses due thereunder and (ii) the New Conversion Rights Date. Unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. If fewer than all the Notes are to be redeemed, together the Trustee shall select the particular Notes to be redeemed from the outstanding Notes by the methods as provided in the Indenture. If any Note selected for partial redemption is converted in part before termination of the conversion right with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable respect to the Holder arising under portion of the NoteNote so selected, the Subscription Agreement or any Transaction Document (converted portion of such Note shall be deemed to be the "Redemption Amount") on the day written notice of portion selected for redemption (provided, however, that the "Notice Holder of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption Note so converted and deemed redeemed shall not be effective with respect entitled to any portion additional interest payment as a result of this Note such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note). Notes which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for which the Holder has a pending election purpose of such selection. On and after the Redemption Date, interest ceases to convertaccrue on Notes or portions of Notes called for redemption, or for Conversion Notices unless the Company defaults in the payment of the Redemption Price and accrued and unpaid interest. Notice of redemption will be given by the Holder prior Company to the Redemption Payment Date. On Holders as provided in the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultIndenture.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock The Notes may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), redeemed in whole or in partpart at the option of the Issuer on or after January 19, together with interest accrued thereon2018 (such redemption, by paying to an “Optional Redemption”) at a price (the Holder a sum of money “Optional Redemption Price”) payable in cash and equal to one hundred fifty percent (150%) 100% of the principal amount of the Notes plus accrued and unpaid interest, including Additional Interest, if any, to, but excluding, the Optional Redemption Date, or, in the case of a Default by the Issuer in the payment of the Optional Redemption Price, the day on which such Default is no longer continuing; provided, however, that if the Notes are redeemed on a date that is after a Regular Record Date and prior to the corresponding Interest Payment Date, the accrued interest payable in respect of such Interest Payment Date shall not be redeemedpayable to Holders of the Notes to whom the principal amount of the Notes being redeemed pursuant to the Optional Redemption is paid, together with and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the Issuer may not redeem any Notes in an Optional Redemption unless all accrued but and unpaid interest thereon and has been or is simultaneously paid (or will be paid at the next Interest Payment Date in accordance with the immediately preceding sentence) for all semi-annual interest that will accrue until the actual repayment date and any and all other sums due, accrued periods or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder portions thereof terminating prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this NoteThe Securities are redeemable, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have at the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Company, at any time prior to maturity in whole or from time to time in part, together with interest accrued thereon, on a date fixed by paying to the Holder Company for such redemption (the “Redemption Date”) and at a sum of money price (the “Redemption Price”) equal to one hundred fifty percent (150%) 100% of the principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable paid pursuant to the Holder arising under immediately following paragraph. However, if the Note, the Subscription Agreement Redemption Date is after a Regular Record Date and on or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption corresponding Interest Payment Date, the Redemption Amount shall interest will be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date to the person in whose name the Securities are registered at the close of business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Securities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, if any, in good faith, applying the Treasury Rate determined as set forth hereinin the definition thereof. The amount of the Make-Whole Premium is equal to the excess, then if any, of: (i) the sum of the present values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such Notice redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of Redemption the next succeeding scheduled interest payment will be null reduced by the amount of interest accrued thereon to the Redemption Date); and void(B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) Borrower the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have no further right been payable, but for the redemption, to deliver another Notice the Redemption Date on a semiannual basis (assuming a 360-day year consisting of Redemption, and twelve 30-day months) at a discount rate equal to the Treasury Rate (iiias defined below) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultplus 50 basis points.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the The Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred and fifty percent (150%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below (the "“Redemption Amount") on ”). Bxxxxxxx’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the day written notice of redemption Optional Redemption (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five twenty (520) business days Trading Days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions [until six months after the Original Issue Date, except for part (c) and (i) of the definition of Equity Conditions] have been in effect. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. (aA) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note The Corporation shall or would exist, the Borrower will have the option of prepaying to redeem the outstanding principal amount of this Note ("Optional Redemption"), in whole or in partany part of the Series A Junior Participating Preferred Stock at any time at a redemption price equal to, together with interest accrued thereon, by paying subject to the Holder a sum of money equal to one hundred fifty percent (150%) provision for adjustment hereinafter set forth, 100 times the "current per share market price" of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") Common Stock on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice mailing of Redemption (the "Redemption Period"). A Notice notice of Redemption shall not be effective redemption, together with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior unpaid accumulated dividends to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holderdate of such redemption. In the event the Borrower fails to pay Corporation shall at any time after the Redemption Amount on the Redemption Payment Rights Declaration Date as set forth herein, then (i) such Notice pay any dividend on Common Stock payable in shares of Redemption will be null and voidCommon Stock, (ii) Borrower will have no further right to deliver another Notice of Redemptionsubdivide the outstanding Common Stock, and (iii) Borrower’s failure may combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock shall be otherwise entitled immediately prior to such event under the immediately preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. The "current per share market price" on any date shall be deemed by Holder to be a nonthe average of the closing prices per share of such Common Stock for the 10 consecutive Trading Days (as such term in hereinafter defined) immediately prior to such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale shall take place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Stock shall be listed or admitted to trading or, if the Common Stock shall not be listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted the average of the high bid and low asked prices in the over-curable Event the-counter market, as reported by the National Association of Default.Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use or, if on any such date the Common Stock shall not be quoted by any such organization, the average of the

Optional Redemption. (a) Provided that At any time after the Original Issue Date and before the Maturity Date, the Company has may, deliver a number of authorized but unissued shares of Common Stock sufficient for written notice to the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted Holder (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement an “Optional Redemption Notice” and the prospectus under date such Registration Statement notice is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdeemed delivered hereunder, the Borrower will have “Optional Redemption Notice Date”) of its irrevocable election to redeem all of the option of prepaying the then outstanding principal amount of this Note ("Optional Redemption"), for cash in whole or in part, together with interest accrued thereon, by paying an amount equal to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the 20th calendar day following the Optional Redemption Payment Notice Date as set forth herein(such date, the “Optional Redemption Date”, such 20 day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (iprovided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non- existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) such in which case the Optional Redemption Notice of Redemption will shall be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultab initio.

Optional Redemption. (a) Provided that Commencing on the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount original Issue Date of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred fifty and twenty-five percent (150125%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below (the "“Redemption Amount") on the day written ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five thirty (530) business days Trading Days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount or interest for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, and (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder . In the event the Equity Conditions cease to be a non-curable Event in effect prior to the payment of Defaultthe Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of may, in its sole discretion, redeem all Conversion Shares underlying the remaining principal or any amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes outstanding, in whole or in part, together with interest accrued thereonat any time, by paying to the Holder at a sum of money redemption price equal to one hundred fifty percent (150%) 100% of the principal amount of the Notes to be redeemed, together with redeemed plus accrued but and unpaid interest thereon and interest that will accrue until on the actual repayment date and any and all other sums due, accrued or payable Notes to be redeemed to the Redemption Date; provided that the Redemption Price shall be payable by the Company in cash, or in the case of redemption of Notes held by any Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day that has provided written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder Company at least two Business Days prior to the applicable Redemption Payment Date. On Date of its election to receive the Redemption Payment Price for its Notes in the form of Common Stock, in the form of a number of shares of Common Stock equal to the quotient of (a) the Redemption Price payable for such Notes being redeemed divided by (b) the Daily VWAP for the 30 trading days immediately preceding the second Business Day preceding the Redemption Date; provided, further, that in the event of a redemption of Notes, upon payment of the redemption price (whether in cash or Common Stock, the Redemption Amount Company shall be paid in good funds issue to each Holder of the Notes being redeemed a number of warrants (pursuant to the Holder. In Warrant Agreement and having an exercise price equal to the event Conversion Price of such Notes in effect immediately prior to such redemption) equal to the Borrower fails number of shares of Common Stock that such Holder would receive if such Holder were to pay the Redemption Amount convert such Notes in full on the Redemption Payment Date as set forth hereinpursuant to Section 8 hereof; provided, then (i) further, that the Company shall not redeem Notes pursuant to this Section 6.1 unless the Company has on file with the SEC an effective registration statement under the Securities Act registering the resale of the shares of Common Stock issuable upon conversion of the Notes and exercise of the warrants by each Holder that has, after written request from the Company, provided information pertaining to such Notice shares of Redemption will Common Stock required to be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by included in such registration statement in order for such Holder to be a non-curable Event sell such shares of DefaultCommon Stock thereunder.

Optional Redemption. (a) Provided that If so specified in the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of Pricing Supplement, this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock Note may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have redeemed at the option of prepaying the outstanding Issuer on any date on and after the Initial Redemption Date, if any, specified in the Pricing Supplement (the “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time in whole or from time to time in part at the option of the Issuer at the applicable Redemption Price (as defined below), together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note to, but excluding, the Redemption Date, on notice given not more than 60 nor less than 30 calendar days (unless specified otherwise in the Pricing Supplement) prior to the Redemption Date; provided, however, that in the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $250,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the registered holder hereof upon the surrender of this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Notes to be redeemed shall be selected by the applicable Registrar by such method as such Registrar shall deem fair and appropriate. If this Note is redeemable at the option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of this Note ("Optional Redemption")to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified in whole or in partthe Pricing Supplement, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue redeemed until the actual repayment date Redemption Price is 100% of such principal amount. From and after any redemption date, if monies for the redemption of this Note (or portion hereof) shall have been made available for redemption on such redemption date, this Note (or such portion hereof) shall cease to bear interest and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective holder’s only right with respect to any portion of this Note for which (or such portion hereof) shall be to receive payment of the Holder has principal amount of the Note being redeemed (or, if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a pending election to convertSubordinated Note, or for Conversion Notices given by as indicated on the Holder face hereof, it may not be redeemed at the option of the Issuer prior to the Redemption Payment Date. On Stated Maturity Date without the Redemption Payment Date, prior written approval of the Redemption Amount shall be paid in good funds to United States Office of the Holder. In Comptroller of the event Currency (the Borrower fails to pay “OCC”) or any other bank supervisory authority having jurisdiction over the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) Issuer and requiring such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultapproval.

Optional Redemption. (a) Provided that At any time after the Original Issue Date and before the Maturity Date, the Holder may, deliver a written notice to the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement an “Optional Redemption Notice” and the prospectus under date such Registration Statement notice is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdeemed delivered hereunder, the Borrower will have “Optional Redemption Notice Date”) of its irrevocable election to cause the option Company to redeem all of prepaying the then outstanding principal amount of this Note for cash in an amount equal to the Optional Redemption Amount on the seventh ("7th) calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such seven (7) day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption"”), . The Optional Redemption Amount is payable in whole or in part, together with interest accrued thereon, by paying to full on the Holder a sum Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of money equal to one hundred fifty percent (150%) Conversion tendered from the time of delivery of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Optional Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify through the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date all amounts owing thereon are due and paid in full. If any portion of the Notice of Redemption (the "Redemption Period"). A Notice of payment pursuant to an Optional Redemption shall not be effective with respect paid by the Company by the applicable due date, Late Fees shall accrue until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of this Note for which the Optional Redemption Amount remains unpaid after such date, the Holder has a pending election to convertmay elect, or for Conversion Notices given by the Holder prior written notice to the Redemption Payment Date. On the Redemption Payment DateCompany given at any time thereafter, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) invalidate such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Optional Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultab initio.

Optional Redemption. (a) Provided that Subject to the provisions of this Section 7(a), at any time after the Original Issuance Date, the Company has a number shall have the right to redeem all, but not less than all, of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining then outstanding principal amount of this Note, such Common Stock is listed or quoted (plus accrued but unpaid interest thereon, Make-Whole Amount, liquidated damages and is not suspended from trading) other amounts owing in respect thereof through and including the Optional Redemption Date for a cash redemption price equal to the Optional Redemption Amount on the Principal Market and such shares Optional Redemption Date (a “Optional Redemption”). The Company shall exercise its right to require an Optional Redemption under this Section 7(a) by delivering a written notice thereof by facsimile or electronic mail to all, but not less than all, of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement Holders of Notes (the “Optional Redemption Notice” and the prospectus under date the Holders of Note received such Registration Statement notice is available for referred to as the sale “Optional Redemption Notice Date”). The Company may deliver one or more Optional Redemption Notices hereunder and each such Optional Redemption Notice shall be irrevocable. Each such Optional Redemption Notice shall (x) state the date on which the Optional Redemption shall occur (the “Optional Redemption Date”) which date shall not be less than ten (10) calendar days nor more than fifteen (15) calendar days following the Optional Redemption Notice Date, (y) certify that there has been no Equity Conditions Failure solely with respect to clauses (vi), (x) or (xi) of the definition of “Equity Conditions”, and (z) state the aggregate amount of the Notes which are being redeemed in such Optional Redemption from the Holder and all Registrable Securities held of the other Holders of the Notes pursuant to this Section 7(a) and the total Optional Redemption Amount to be paid by the SubscriberCompany to the Holder in cash in such Optional Redemption pursuant to this Section 7(a). Notwithstanding anything herein to the contrary, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, (i) if no Equity Conditions Failure has occurred but an Event of Default under occurs and is continuing and/or with the Subscription Agreement passage of time and/or the giving of notice or this Note both could occur at any time prior to or on the Optional Redemption Date, (A) the Company shall provide the Holder a subsequent notice to that effect, and (B) unless the Holder waives the Equity Conditions Failure solely with respect to clauses (vi), (x) or would exist(xi) of the definition of “Equity Conditions”, the Borrower will have Optional Redemption shall be cancelled and the option of prepaying applicable Optional Redemption Notice shall be null and void, and (ii) at any time prior to the outstanding principal amount of this Note ("date the Optional Redemption"Redemption Amount is paid in full, but subject to Section 4(d), the Optional Redemption Amount may be converted, in whole or in part, together by the Holder, at its option and in its sole discretion, into Common Stock pursuant to and in accordance with interest accrued thereonthe conversion procedures set forth in Section 4 hereunder, mutatis mutandis. The portion of the Optional Redemption Amount converted by paying to the Holder a sum after the Optional Redemption Notice Date shall reduce the Optional Redemption Amount of money equal this Note to one hundred fifty percent (150%) be redeemed on the Optional Redemption Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Optional Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify through the date for such all amounts owing thereon are due and paid in full. If the Company elects to cause an Optional Redemption (the "Redemption Payment Date"of this Note pursuant to this Section 7(a), which date shall be not less than five (5) business days after then it must simultaneously take the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective same action with respect to all of the other Notes. In the event of the Company’s redemption of any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Dateunder this Section 7(a), the Redemption Amount shall Holder’s damages would be paid in good funds uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. In Accordingly, any redemption premium due under this Section 7(a) is intended by the event parties to be, and shall be deemed, a reasonable estimate of the Borrower fails to pay Holder’s actual loss of its investment opportunity and not as a penalty. For the Redemption Amount on avoidance of doubt, the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will Company shall have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable effect an Optional Redemption if any Event of DefaultDefault has occurred and is continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this NoteAt any time prior to July 1, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist2020, the Borrower will have Issuer may redeem the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes at its option, in whole or from time to time in part, together with interest accrued thereon, by paying at a redemption price equal to the Holder Redemption Price. At any time on or after July 1, 2020, the Notes will be redeemable at the option of the Issuer, in whole or from time to time in part, at a sum of money redemption price equal to one hundred fifty percent (150%) 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to the Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until . If all or less than all of the actual repayment date and any and all other sums due, accrued or payable Notes are to be redeemed at the Holder arising under option of the NoteIssuer, the Subscription Agreement or any Transaction Document (Issuer will notify the "Redemption Amount") on the day written Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the "Notice Trustee) of Redemption") is the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Issuer shall be given to the HolderTrustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Notice of Redemption Trustee shall specify have no responsibility for calculating the date for Make-Whole Amount. The Trustee shall select, in such Optional Redemption (the "Redemption Payment Date")manner as it shall deem fair and appropriate, which date shall be not no less than five (5) business 60 days after prior to the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Dateredemption, the Redemption Amount Notes to be redeemed in part. Neither the Issuer nor the Trustee shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then required to: (i) such Notice issue, register the transfer of Redemption will or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be null redeemed and void, ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) Borrower will have no further right to deliver another Notice register the transfer of Redemptionor exchange any Note, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event or portion thereof, called for redemption, except the unredeemed portion of Defaultany Note being redeemed in part.

Optional Redemption. (a) Provided that The Notes will be redeemable, at the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Company’s option, in whole or in part, together with interest accrued thereon, by paying at any time and from time to time at a redemption price equal to the Holder a sum greater of money equal to one hundred fifty percent (150%A) 100.0% of the principal amount of the Notes to be redeemed, together with accrued but unpaid redeemed and (B) the sum of the present values of the remaining scheduled payments of principal and interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to maturity discounted to the Holder arising under Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the NoteTreasury Rate plus 50 basis points, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given plus accrued interest thereon to the HolderRedemption Date. The Notice Notwithstanding the foregoing, in connection with any tender offer for any Notes, if Holders of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after 90% in the date aggregate principal amount of the Notice Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any other Person making such tender 104 offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to the price offered to each Holder in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest to but excluding the Redemption Date (subject to the "right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Period"Date). A Notice Any redemption of Notes may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if applicable, the Company should notify the Trustee of such Redemption shall not Date, and the principal amount of Notes to be effective redeemed in accordance with Section 1003. The Company may provide in any redemption notice that payment of the redemption price and the performance of the Company’s obligations with respect to any portion such redemption may be performed by another Person. Any redemption of this Note for which Notes (including in connection with an Equity Offering) or notice thereof may, at the Holder has a pending election Company’s discretion, be subject to convertthe satisfaction (or, or for Conversion Notices given waiver by the Holder prior Company in its sole discretion) of one or more conditions precedent, which may include consummation of any related Equity Offering or the occurrence of a Change of Control. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Redemption Payment Date. On the Redemption Payment DateCompany’s discretion, the Redemption Amount Date may be delayed until such time as any or all such conditions shall be paid satisfied (or waived by the Company in good funds to the Holder. In its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Borrower fails to pay Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Amount on Date, or by the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultso delayed.

Optional Redemption. (a) Provided that The Company shall have the Company has a number of authorized but unissued shares of Common Stock sufficient for right, at the issuance of all Conversion Shares underlying the remaining principal amount of this NoteCompany’s option, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of at any trading market on which such Common Stock may be listed or quotedtime, and both immediately before and from time to time, on a Redemption Date on or after giving effect theretoJune 6, no Event 2013, to redeem all or any part of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Securities at a price payable in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money cash equal to one hundred fifty percent (150100%) of the principal amount of the Securities to be redeemed, together with plus accrued but and unpaid interest thereon and interest that will accrue until Additional Interest, if any, to, but excluding, the actual repayment date and any and all other sums dueRedemption Date. Upon surrender to the Paying Agent of a Security subject to Redemption, accrued or payable such Security shall be redeemed, with payment to the Holder arising under surrendering such Security, at the NoteRedemption Price plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the Subscription Agreement or any Transaction Document (Redemption Date, unless the "Redemption Amount") Date is an interest payment date, in which case such accrued and unpaid interest and Additional Interest, if any, will instead be paid on such interest payment date to the Holder of record of such Security at the close of business on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the record date for such Optional Redemption interest payment. The Company will make at least ten (the "Redemption Payment Date"), which date shall be not less than five (510) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective semi-annual interest payments with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder Securities prior to redeeming any Securities under this paragraph 6. If the Paying Agent (other than the Company) holds on a Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails Date money sufficient to pay the aggregate Redemption Amount on Price with respect to all Securities to be redeemed, plus accrued and unpaid interest and Additional Interest, if any, payable as provided in the Redemption Payment Date as set forth hereinIndenture upon Redemption, then (iunless there shall be a Default in the payment of such aggregate Redemption Price or of such accrued and unpaid interest or Additional Interest) on and after such Notice date such Securities shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the Paying Agent. Thereafter, all rights of Redemption will be null and voidthe Holders of such Securities shall terminate with respect to such Securities, (ii) Borrower will have no further other than the right to deliver another Notice of Redemptionreceive the Redemption Price, plus such accrued and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultunpaid interest and Additional Interest, if any, in accordance with the Indenture.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existhave occurred and be continuing, the Borrower will have Company may, at its option, redeem a minimum of fifty percent (50%) of the option outstanding principal balance of prepaying the Convertible Note (an “Optional Redemption”). Such Optional Redemption shall be applied to the outstanding principal amount of this the Convertible Note ("Optional Redemption")and shall include payment of all accrued and unpaid interest related to the redeemed portion of the Convertible Note. Nothing shall prevent the Company from, at the Company’s option, in whole or in partthe Company’s sole discretion, together with interest accrued thereon, by paying to the Holder a sum of money equal to redeeming one hundred fifty percent (150100%) of the outstanding principal amount (a “Maximum Redemption”) prior to the Conversion Period. For purposes of this Agreement, a Maximum Redemption may be redeemedeither an Optional Redemption or an Additional Redemption. During the Conversion Period, together with accrued but unpaid interest thereon the Company may elect a Maximum Redemption subject to MGM’s right to convert pursuant to Article V. At any time during the term of the Convertible Note, and interest in addition to MGM’s conversion rights as provided herein in Article V, should the Company make an election to redeem an amount of the outstanding principal that will accrue until results in MGM holding less than fifty percent (50%) of the actual repayment date Loan Amount, such election shall be subject to MGM’s right to deliver an MGM Put Notice and any associated rights thereunder. (b) If there has been an Optional Redemption, and all provided that no Event of Default shall have occurred and be continuing, and, subject to MGM’s conversion rights pursuant to Article V herein, the Company may redeem additional amounts of the outstanding principal balance of the Convertible Note in one or more redemptions (each an “Additional Redemption”); provided, however, that, in addition to any other sums duerights afforded MGM hereunder, accrued such Additional Redemption shall be subject to MGM’s right to deliver an MGM Put Notice. (c) The procedure for effecting an Optional Redemption or payable Additional Redemption shall be as follows: The Company may deliver to MGM the Notice of Redemption at any time it is entitled to effect an Optional Redemption or an Additional Redemption. MGM may thereafter deliver the MGM Put Notice or the Notice of Conversion, if applicable, to the Holder arising under Company within ten (10) Business Days following receipt of the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given . At any time during the term of the Convertible Note, subject to the Holder. The Notice of MGM’s conversion rights, if any, any Optional Redemption or Additional Redemption shall specify be consummated on the date for such Optional Redemption later of (the "Redemption Payment Date"), which date shall be not less than five i) twelve (512) business days after the date Business Days following MGM’s receipt of the Notice of Redemption or (ii) ten (10) Business Days following the Company’s receipt of the MGM Put Notice (the "“Redemption Period"Date”). A Notice Any redemption of the Convertible Note shall include all accrued and unpaid interest related to the redeemed portion of the Convertible Note. Any Optional Redemption or Additional Redemption which occurs prior to the Conversion Period shall not be effective with respect subject to any portion MGM’s right to convert pursuant to Article V. Any Optional Redemption or Additional Redemption which occurs during the Conversion Period shall be subject to MGM’s right to convert pursuant to Article V. If no Notice of this Note for which the Holder has a pending election to convert, Conversion or for Conversion Notices given MGM Put Notice is received by the Holder prior Company by the end of the appropriate period during which MGM may elect to the Redemption Payment Date. On the Redemption Payment Datedeliver a Notice of Conversion or an MGM Put Notice, the Redemption Amount redemption shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount consummated on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultDate.

Optional Redemption. (azz) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a number Series or Class of authorized Notes in whole but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted not in part on (and is not suspended from tradingi) any Payment Date (a “Redemption Payment Date”) on or after the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series or Class is reduced to less than the Subscription Agreement Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Section 13.1(a), in whole or in partit will cause the Issuer to notify the Indenture Trustee, together with interest accrued thereoneach Derivative Counterparty (as applicable, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion the related Series of this Note for which Notes) and the Holder has a pending election to convert, or for Conversion Notices given by the Holder Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, the Redemption Amount such redemption shall be paid cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in good funds accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date hold all rights, powers and options as set forth hereinunder this Indenture, then until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest and other amounts due in respect of the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement. (i[[) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Notice Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Redemption will be null and void, (ii) Borrower will have no further right Note to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe Indenture Trustee for cancellation.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this NoteThe Authority may not redeem or, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held except as permitted by the Subscriberterms of the Note Purchase Agreement, such issuance would be permitted otherwise repurchase the Subordinated Notes until the Senior Notes have been repaid in full without violating Section 2.3 herein or full. Thereafter, the rules or regulations of any trading market on which such Common Stock Subordinated Notes may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")redeemed, in whole or in part, together with interest at the option of the Authority, at par plus accrued thereon, by paying and unpaid Interest thereon to the Holder applicable date of redemption. Notwithstanding any provision contained herein to the contrary, the Tribe at any time shall be entitled to acquire the Subordinated Notes from the Holders thereof at a sum of money price equal to one hundred fifty percent (150%) 100% of the principal amount thereof plus all accrued and unpaid interest thereon. Notwithstanding any other provisions of the Note Purchase Agreement, if any Gaming Regulatory Authority requires that a Holder or beneficial owner of the Subordinated Notes be licensed, qualified or found suitable under any applicable gaming laws in order to maintain any gaming license or franchise of the Authority or any Subsidiary under any applicable gaming laws, and the Holder or beneficial owner fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so by such Gaming Regulatory Authority (or such lesser period that may be redeemedrequired by such Gaming Regulatory Authority) or if such Holder or beneficial owner is not so licensed, qualified or found suitable, the Authority has the right, at its option (i) to require such Holder or beneficial owner to dispose of such Holder's or beneficial owner's Subordinated Notes within 30 days of receipt of such notice of such finding by the applicable Gaming Authority (or such earlier date as may be required by the applicable Gaming Regulatory Authority) or (ii) to call for redemption of the Subordinated Notes of such Holder or beneficial owner at a redemption price equal to the lesser of the principal amount thereof or the price at which such Holder or beneficial owner required the Subordinated Notes, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums duewith, in either case, accrued or payable and unpaid Interest (including Deferred Interest) to the Holder arising under earlier of the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice date of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after or the date of the Notice finding of Redemption (unsuitability by such Gaming Regulatory Authority, which may be less than 30 days following the "Redemption Period")notice of redemption if so ordered by such Gaming Authority; provided, however, that the Authority may not redeem any Subordinated Notes pursuant to this provision if an Event of Default has occurred and is continuing under the Senior Note Indenture until such time as there ceases to be any such Event of Default under the Senior Note Indenture. A Notice of Redemption The Authority shall not be effective with respect required to pay or reimburse any portion Holder or beneficial owner of this Note Subordinated Notes who is required to apply for which any such license, qualification or finding of suitability for the Holder has a pending election to convert, costs of the licensure or investigation for Conversion Notices given by the Holder prior to the Redemption Payment Datesuch qualification or finding of suitability. On the Redemption Payment Date, the Redemption Amount Such expenses shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) obligation of such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultor beneficial owner.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option option, exercisable in its sole discretion at any time to accelerate settlement of prepaying the outstanding principal amount of this Note ("Optional Redemption")its obligations hereunder, in whole or but not in part. In the event the Company elects to exercise such option, together with interest accrued thereon, by paying the Company shall deliver to the Holder and the Calculation Agent a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document notice (the date of such delivery being the "Optional Redemption AmountNotice Date") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "Redemption Payment Date")of accelerated settlement, which date shall be not less than five (5) business days at least 25 Trading Days after the date of the Optional Redemption Notice of Redemption Date (the "Optional Redemption PeriodDate"). A Notice Upon receipt of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Datesuch notice, the Calculation Agent shall provide the Company with indicative information regarding the methods and assumptions that would be used to determine the Optional Redemption Amount Option Value, and within two Business Days after receipt of such indicative information the Company shall be paid in good funds have the right to rescind fully an optional redemption election and its consequences upon notice to the Holder. In On the event Optional Redemption Date, there shall become immediately due and payable by the Borrower fails Company an amount in cash equal to pay the Optional Redemption Amount Value (the "Optional Redemption Amount"); provided that the Company shall have the right to partially rescind an optional redemption election and its consequences on any date prior to the Optional Redemption Payment Date as set forth hereinDate, then by giving notice of such partial rescission to the Holder, whereupon (i) such Notice the maturity of Redemption the PRIDES will be null accelerated in part to the extent of the ratio, expressed as a percentage, (x) the numerator of which is the number of full Trading Days in the period from and void, including the second Trading Day after the Optional Redemption Notice Date to and including the Trading Day on which notice of such partial rescission is received by the Holder and (y) the denominator of which is 20 and (ii) Borrower will have no further right the Optional Redemption Value shall be correspondingly adjusted to deliver another Notice reflect the partial acceleration. PAYOUT FORMULA ADJUSTMENT Immediately after Major Transaction Redemption Date, an Optional Redemption Date that is rescinded in part and a Collateral Redemption Date, the Threshold Appreciation Price and the Initial Price shall be adjusted to reflect the amount of Redemption, and (iii) Borrower’s failure may be deemed cash received with respect to each PRIDES on such date by the Holder to be a non-curable Event of Defaultthis PRIDES Certificate.

Optional Redemption. (a) Provided that Commencing on the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount original Issue Date of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred fifty and twenty-five percent (150125%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below (the "“Redemption Amount") on the day written ”). Boxxxxxx’x election to exercise its right to prepay must be by notice of redemption in writing (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five thirty (530) business days Trading Days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount or interest for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, and (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder . In the event the Equity Conditions cease to be a non-curable Event in effect prior to the payment of Defaultthe Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the The Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred fifty and fifteen percent (150115%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below (the "“Redemption Amount") on the day written ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five twenty (520) business days Trading Days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect, except for parts (c)(i) and (c)(ii) of the definition of Equity Conditions which will apply for purposes of this Section 6 commencing six months after the Original Issue Date. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market a trading market and such shares of Common Stock are approved for listing on such Principal Market trading market upon issuance if applicableissuance, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty five percent (150125%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. During a Redemption Period occurring after the Actual Effective Date, the Holder may deliver Notices of Conversion for up to 100% of the initial principal amount of the Note and accrued interest. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. If from and after two years of the date the first share of Series C Preferred Stock is sold and issued by the Corporation, the Common Shares shall have traded above fifty cents (a$0.50) Provided that per share (as adjusted for stock splits, dividends, consolidations, recapitalizations and similar events) for sixty (60) consecutive days on a national securities exchange or NASDAQ, or the Company has a number closing bid price quoted by an established quotation service for over-the-counter securities shall be above fifty cents ($0.50) for sixty (60) consecutive days, then the Corporation shall have the right, but not the obligation, to redeem all of authorized but unissued the outstanding shares of Common Series C Preferred Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Notecash, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder at a sum of money price per share equal to one hundred and fifty percent (150%) of the principal amount to be redeemedliquidation preference for Series C Preferred Stock under Subsection 9(d)(ii)(a), together plus any declared, but unpaid, dividends under Subsection 9(d)(i), by providing each holder of Series C Preferred Stock with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of such redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five thirty (530) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the scheduled date of redemption ("Optional Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderNotice"). In the event of such redemption, and prior to the Borrower fails scheduled date of redemption, holders of Series C Preferred Stock shall surrender to the Corporation the certificate(s) representing such shares of Series C Preferred Stock to be redeemed duly endorsed for transfer to this Corporation, and upon receipt of such certificates, the Corporation shall pay the Redemption Amount redemption price for such shares to the order of the person whose name appears on such certificate(s) as the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemptionowner thereof, and (iii) Borrower’s failure may each surrendered certificate shall be cancelled. When the redemption price is paid, all rights in respect of the redeemed shares of Series C Preferred Stock shall cease and terminate, and such shares shall no longer be deemed by Holder to be a non-curable Event authorized, outstanding or available for reissuance, whether or not the certificates representing such shares have been received by the Corporation. Nothing herein contained in this Subsection 9(d)(vii)(b) shall prohibit any holder of DefaultSeries C Preferred Stock from electing the benefits of the provisions of Subsection 9(d)(iii) or other applicable conversion provisions prior to the scheduled date of redemption.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a number Series or Class of authorized Notes in whole but unissued shares of Common Stock sufficient not in part (unless otherwise provided in the applicable Indenture Supplement for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed Series or quoted (and is not suspended from tradingClass) on a date specified in the Principal Market and such shares of Common Stock are approved for listing applicable Indenture Supplement or any Payment Date (a “Redemption Payment Date”) on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under or after the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series or Class is reduced to less than the Subscription Agreement percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”)). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Section 13.1(a), in whole or in partit will cause the Issuer to notify the Indenture Trustee, together with interest accrued thereoneach Derivative Counterparty (as applicable, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion the related Series of this Note for which Notes) and the Holder has a pending election to convert, or for Conversion Notices given by the Holder Noteholders of such redemption at least seven (7) Business Days prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, the Redemption Amount such redemption shall be paid cancelled, notice of such cancelled redemption shall be sent by the Administrator on behalf of the Issuer to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in good funds accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date hold all rights, powers and options as set forth hereinunder this Indenture, then (i) until the outstanding Note Balance of such Notice Series or Class, plus all accrued and unpaid interest and other amounts due in respect of Redemption will be null the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and voidthe allocations, (ii) Borrower will have no further right to deliver another Notice deposits and payments sections of Redemption, this Indenture and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe related Indenture Supplement.

Optional Redemption. (a) Provided Subject to the terms of the Indenture, the Company shall have the right, at the Company’s option, during the period beginning on November , 2011 and ending on May , 2014, at any time during such period, and from time to time during such period, to redeem all or any part of the Notes at a price payable in Cash equal to the Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date in the event that the Closing Price for each of 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the day prior to mailing of a notice of redemption to Holders of the Notes in accordance with Section 3.07 of the Indenture shall have exceeded 300% of the applicable Conversion Price, provided, however, that the Company has shall have made at least five semi-annual scheduled interest payments (including the interest payments on November , 2011) in the full amount required by the Indenture with respect to the Notes prior to redeeming any Notes pursuant to this sentence. Subject to the terms of the Indenture, the Company shall also have the right, at the Company’s option, after May , 2014, at any time, and from time to time, to redeem all or any part of Notes at a number price payable in Cash equal to the Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. In no event shall any Redemption Date be a Legal Holiday. Furthermore, if the Redemption Date with respect to a Note is after the close of authorized but unissued shares of Common Stock sufficient business on a record date for the issuance payment of all Conversion Shares underlying an installment of interest and on or before the remaining principal amount of this Noterelated interest payment date, then accrued and unpaid interest to, but excluding, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing interest payment date shall be paid, on such Principal Market upon issuance if applicableinterest payment date, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent record of such Note (150%without any surrender of such Note by such Holder) at the close of the principal amount to be redeemedbusiness on such record date, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under surrendering such Note for redemption shall receive only the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption Price and shall not be effective with respect entitled to any portion of this Note for which such interest unless such Holder was also the Holder has a pending election to convert, or for Conversion Notices given by of record of such Note at the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount close of business on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultrecord date.

Optional Redemption. (aA) Provided that The Corporation shall have the Company has option to redeem the whole or any part of the Series A Junior Participating Preferred Stock at any time at a redemption price equal to, subject to the provision for adjustment hereinafter set forth, 100 times the “current per share market price” of the Common Stock on the date of the mailing of the notice of redemption, together with unpaid accumulated dividends to the date of such redemption. In the event the Corporation shall at any time after the Rights Declaration Date (i) pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of authorized but unissued shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock shall be otherwise entitled immediately prior to such event under the immediately preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock sufficient outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. The “current per share market price” on any date shall be deemed to be the average of the closing prices per share of such Common Stock for the issuance 10 consecutive Trading Days (as such term in hereinafter defined) immediately prior to such date. The closing price for each Trading Day shall be the last sale price, regular way, on such day or, in case no such sale takes place on such day, the average of all Conversion Shares underlying the remaining closing bid and asked prices, regular way, on such day in either case as reported in the principal amount of this Noteconsolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (“NYSE”) or, such if the Common Stock is not listed or admitted to trading on the NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal United States national securities exchange on which the Common Stock is listed or quoted (and is not suspended from trading) on admitted to trading or, if the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under not listed or admitted to trading on any United States national securities exchange, the Registration Statement last quoted sale price on such day or, if not so quoted the average of the high bid and low asked prices in the prospectus under over-the-counter market on such Registration Statement is available for the sale of all Registrable Securities held day, as reported by the SubscriberNational Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) or such issuance would be permitted other system then in full without violating Section 2.3 herein or use or, if on any such day the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existis not quoted by any such system, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) average of the principal amount to closing bid and asked prices on such day as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Corporation (which selection shall be redeemedfinal, together with accrued but unpaid interest thereon binding and interest that will accrue until conclusive for all purposes) or, if on such day no such market maker is be making a market in the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the NoteCommon Stock, the Subscription Agreement or any Transaction Document fair market value of the Common Stock on such date as determined in good faith by the Board of Directors of the Corporation (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holderwhich determination shall be final, binding and conclusive for all purposes). The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.term “

Optional Redemption. (a) Provided that Unless otherwise provided in the Company has applicable Indenture Supplement for a number Series or Class of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existNotes, the Borrower will have Issuer has the option right, but not the obligation, to: (i) redeem a Series or Class of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Term Notes in whole or in partpart (so long as, together with interest accrued thereonin the case of any partial redemption, by paying to such redemption is funded using the Holder a sum of money equal to one hundred fifty percent (150%) proceeds of the principal amount to be redeemed, together with accrued but unpaid interest thereon issuance and interest that will accrue until sale of one or more new Classes of Notes as further specified in the actual repayment date related Indenture Supplement or from any other cash or funds of PLS and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount"not Collections on MSRs) on a date specified in the day written notice of redemption applicable Indenture Supplement or on any Payment Date (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "a “Redemption Payment Date")”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, which date shall be not if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) redeem a Series or Class of Variable Funding Notes in whole or in part on a date specified in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1, it will cause the Issuer to notify the Indenture Trustee and the Noteholders of such redemption at least five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, the Redemption Amount such redemption shall be paid cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in good funds accordance with this Base Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date hold all rights, powers and options as set forth hereinunder this Base Indenture, then (i) until the Outstanding Note Balance of such Notice Series or Class, plus all accrued and unpaid interest and other amounts due in respect of Redemption will be null the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and voidthe allocations, (ii) Borrower will have no further right to deliver another Notice deposits and payments sections of Redemption, this Base Indenture and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.the related Indenture Supplement. 167

Optional Redemption. (a) Provided that The Secured Notes shall be redeemable by the Company has Issuer at the written direction of a number Majority of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted Subordinated Notes (and is in the case of a Refinancing, with the consent of the Collateral Manager and the U.S. Retention Provider) as follows: (i) the Secured Notes shall be redeemed in whole in order of seniority (with respect to all Classes of Secured Notes) but not suspended in part on any Business Day after the end of the Non-Call Period from tradingSale Proceeds, Contributions of Cash and/or Refinancing Proceeds and all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(I) or (ii) the Secured Notes shall be redeemed in part by Class from Refinancing Proceeds, Contributions of Cash and/or Partial Refinancing Interest Proceeds and all or a specified (as directed by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of the Issuer) portion of Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(I) on any Business Day after the Principal Market end of the Non-Call Period as long as the Class of Secured Notes to be redeemed represents not less than the entire Class of such Secured Notes. In connection with any such redemption, the Secured Notes shall be redeemed at the applicable Redemption Prices and such shares a Majority of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement Subordinated Notes must provide the above described written direction (and the prospectus under Collateral Manager and the U.S. Retention Provider must provide the above described consent in the case of a Refinancing) to the Issuer and the Trustee not later than 10 days (or such Registration Statement is available for shorter period of time as the sale of all Registrable Securities held by Trustee and the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or Collateral Manager find reasonably acceptable) prior to the rules or regulations of any trading market Business Day on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount redemption is to be redeemed, together with accrued but unpaid interest thereon and interest made; provided that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder Secured Notes to be a non-curable Event of Defaultredeemed must be redeemed simultaneously.

Optional Redemption. The Company shall have the right to redeem all or any portion of the Conversion Amount then remaining under this Note as designated in the Optional Redemption Notice (a) Provided that an ‘Optional Redemption’). The portion of this Note subject to redemption pursuant to this Section 8 shall be redeemed by the Company has in cash at a number price equal to 100% of authorized the Conversion Amount being redeemed (the ‘Optional Redemption Price’) on the Optional Redemption Date (as defined below). The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by facsimile and overnight courier to all, but unissued shares not less than all, of Common Stock sufficient for the issuance holders of Notes and the Transfer Agent (the ‘Optional Redemption Notice’ and the date all Conversion Shares underlying of the remaining holders received such notice is referred to as the ‘Optional Redemption Notice Date’), which Optional Redemption Notice shall be delivered promptly following such time as the Company closes on a debt financing transaction with certain institutional accredited investors, whereby such investors shall lend the Company an aggregate principal amount of this Noteat least $40,000,000 and up to $65,000,000, such Common Stock is listed or quoted (upon the terms and is not suspended from trading) on conditions set forth in a Facility Agreement to be entered into between the Principal Market Company and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under investors. The Optional Redemption Notice delivered shall be irrevocable and shall state (A) the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market date on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note Optional Redemption shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document occur (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such ‘Optional Redemption (the "Redemption Payment Date"), ’) which date shall be not less no later than five (5) business days Trading Days after the date Optional Redemption Notice Date and (B) the aggregate Conversion Amount of the Notes which the Company has elected to be subject to Optional Redemption from all of the holders of the Notes pursuant to this Section 8 (and analogous provisions under the Other Notes) on the Optional Redemption Date. All Conversion Amounts converted by the Holder after the Optional Redemption Notice of Redemption (Date shall reduce the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion Conversion Amount of this Note for which required to be redeemed on the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Optional Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount Redemptions made pursuant to this Section 8 shall be paid made in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultaccordance with Section 13.”

Optional Redemption. This Security is redeemable, at the option of the Company, (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Noteprior to May 15, such Common Stock is listed 2028, at any time in whole, or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or time to time in part, together with at a Redemption Price, payable in cash, equal to the greater of: (x) 100% of the principal amount to be redeemed; and (y) the sum of the present values of the remaining (as of the Redemption Date for such redemption) scheduled interest and principal payments on this Security (or the portion hereof) to be redeemed (excluding interest accrued thereonto such Redemption Date), by paying discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Holder applicable Treasury Yield plus 25 basis points, in each case plus unpaid interest that has accrued to, but excluding, such Redemption Date and (b) on or after May 15, 2028, at any time in whole, or from time to time in part, at a sum of money Redemption Price, payable in cash, equal to one hundred fifty percent (150%) 100% of the principal amount to be redeemed, together with accrued but plus unpaid interest thereon that has accrued to, but excluding, such Redemption Date. If such Redemption Date is after a Regular Record Date for this Security and on or before the related Interest Payment Date, then the payment of interest that will accrue until the actual repayment date and any and all other sums duebecoming due on such Interest Payment Date shall be payable, accrued or payable on such Interest Payment Date, to the Holder arising under of record hereof at the Noteclose of business on such Regular Record Date, and the Redemption Price shall not include unpaid interest that has accrued to, but excluding, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderDate. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption This Security shall not be effective redeemable by the Company except as provided in the preceding sentences and the Indenture. This Security shall not be redeemable at the election of any Holder, except to the extent that the principal of, and interest on, this Security may be accelerated in accordance with Article 5 of the Indenture. For purposes of determining the Redemption Price with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder redemptions occurring prior to May 15, 2028 the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.following definitions are applicable:

Optional Redemption. (a) Provided that At any time or from time to time, the Company has may provide written notice in the form of an Optional Redemption Notice to every Holder (with a number copy to the Trustee) calling all but not part of authorized but unissued shares of Common Stock sufficient such Holder’s Notes for a cash purchase price equal to the issuance of all Conversion Shares underlying the remaining principal cash amount of this Note, such Common Stock is listed or quoted the Optional Redemption Price (and is not suspended from tradingan “Optional Redemption”). At the Company’s request in an Officer’s Certificate delivered to the Trustee at least five (5) on Business Days prior to the Principal Market and such shares requested date of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdelivery, the Borrower will have Trustee shall send the option Optional Redemption Notice to the Holders on behalf of prepaying the outstanding principal amount of this Note ("Optional Redemption")Company, which each Holder can accept in whole or in part, together with interest accrued thereon, . Any Holder accepting such offer of an Optional Redemption shall do so by paying returning to the Holder Company (with a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable copy to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount"Trustee) on the day a written notice confirming its acceptance of redemption (the "Notice such offer of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption substantially in the form of Exhibit G hereto (the "Redemption Payment Date"), which date shall be not less than five “Acceptance of Optional Redemption”) within fifteen (515) business days after Business Days of the date of the Optional Redemption. Any Holder that does not return a Notice of Acceptance of Optional Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the such Optional Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount within such fifteen (15)-Business Day period shall be paid in good funds deemed to have rejected such offer. The Redemption Date of the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Optional Redemption will be null and voida Business Day of the Company’s choosing that is no more than thirty-five (35), nor less than twenty (ii20) Borrower will have no further right to deliver another Notice Business Days after the date the Company sends the Optional Redemption Notice. Whether or not any Holder accepts the offer of an Optional Redemption, upon the Company’s compliance with its redemption obligations to any Holders accepting an Optional Redemption or upon all Holders rejecting such offer, the Pledged Collateral shall be automatically released from the Liens created by the Pledge Agreement, and (iiiall obligations of the Collateral Agent and the Pledgor shall automatically terminate, all without delivery of any instrument or any further action by any party, and all rights to the Pledged Collateral shall revert to the Pledgor. Notwithstanding the foregoing, the Company may not effect an Optional Redemption at any time that any of the Events of Default set forth in Sections 7.01(a)(i)-(iii) Borrower’s failure may shall have occurred and be deemed by Holder to be a non-curable Event of Defaultcontinuing.

Optional Redemption. (a) Provided that On or after the Par Call Date, the Company has a number of authorized but unissued shares of Common Stock sufficient for may redeem the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes at its option, in whole or in part, together with interest accrued thereonat any time and from time to time, by paying to the Holder at a sum of money Redemption Price equal to one hundred fifty percent (150%) 100% of the principal amount of the Notes to be redeemed, together with plus accrued but and unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums dueto, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Datebut excluding, the Redemption Amount shall be paid in good funds Date. Subject to the Holderconditions described in Section 2.3(c) of the Supplemental Indenture, the Company may redeem the Notes at its option, in whole but not in part, at a Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Tax Redemption Date. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the Borrower fails unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof; provided that the principal amount of any such Note remaining outstanding after a redemption in part shall be $25 or any integral multiple of $25 in excess thereof. Unless the Company defaults in payment of the Redemption Price and accrued and unpaid interest, on and after the Redemption Date or the Tax Redemption Date, as applicable, interest will cease to accrue on the Notes or portions thereof called for redemption and all rights hereunder will terminate. No later than 9:00 a.m., New York time, on any Redemption Date or any Tax Redemption Date, the Company is required to deposit with a Paying Agent or the Trustee (or, if the Company or any Guarantor is acting as Paying Agent, set aside, segregate and hold in trust as provided in Section 3.4 of the Original Indenture) an amount of money sufficient to pay the Redemption Amount Price of and accrued and unpaid interest on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder Notes to be redeemed on such Redemption Date or such Tax Redemption Date, as applicable. If the Company is redeeming less than all the Notes, the Notes to be redeemed shall be selected by lot by DTC, in the case of this Global Certificate, or by the Trustee by a non-curable Event method the Trustee deems to be fair and appropriate, in the case of Defaultany Notes that are not represented by a Global Certificate.

Optional Redemption. If prior to the Redemption Date, Company elects to optionally redeem the Convertible Preferred Shares, then at the date of optional redemption (a) Provided that the "Optional Redemption Date"), the Company has a number shall either (i) pay each Holder the Preference Amount (determined as of authorized but unissued shares the Optional Redemption Date) for such Holder, or (ii) deliver to each Holder the Parent Redemption Shares (determined as of Common Stock sufficient the Optional Redemption Date) for such Holder; provided, Company may not elect to deliver the issuance of all Conversion Parent Redemption Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from tradingtherefore must pay the Preference Amount) unless such Shares are listed on a Qualified Exchange and are freely tradable subject only to the rules and regulations of the Qualified Exchange generally applicable to stock actively traded on the Principal Market Qualified Exchange; provided further, that such Holder may reject any such payment of the Preference Amount or delivery of the Parent Redemption Shares and such shares instead elect to convert its Convertible Preferred Shares into Common Shares pursuant to Section 7 hereof. The Company shall provide five (5) Business Days prior written notice to the Holders of Common Stock are approved for listing on such Principal Market upon issuance if applicableits election pursuant to this Section 4(a)(ii) to either pay the Preference Amount or to provide the Parent Redemption Shares, such Common Stock is registered for resale under the Registration Statement and the prospectus under Holders shall have three (3) Business Days from the date it receives such Registration Statement is available for the sale notice from Company to elect to convert into Common Shares pursuant to Section 7 hereof. For purposes of all Registrable Securities held by the Subscriberclarification, such issuance would be permitted in full without violating if any Holder elects to convert to Common Shares pursuant to Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist7 hereof, the Borrower will Company shall not have the option of prepaying paying the outstanding principal amount of this Note Preference Amount or delivering Parent Redemption Shares. If either: ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying x) the Company fails to make the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, either pay the Preference Amount or for Conversion Notices given deliver the Parent Redemption Shares by the Holder fifth Business Day prior to the Optional Redemption Payment Date. On the Redemption Payment Date, or (y) the Company elects to deliver Parent Redemption Amount Shares and fails to deliver Parent Redemption Shares within two (2) Business Days after the Optional Redemption Date, then the Company shall be paid in good funds deemed to the Holder. In the event the Borrower fails have elected to pay the Preference Amount and such payment obligation of the Company shall be a senior obligation of the Company immediately due and payable in full. If the Preference Amount is payable and has not been paid in full, in addition to all other remedies, interest shall accrue thereon from the Optional Redemption Amount Date until paid in full at the rate of 15% per annum, payable immediately and compounded monthly from the Optional Redemption Date until paid in full. If the Parent Redemption Shares or the Common Shares, as the case may be, are deliverable and the Company fails to deliver the Parent Redemption Shares or the Common Shares, as the case may be, to each Holder on the Optional Redemption Payment Date as set forth hereinDate, then (in addition to all other remedies) dividends payable on the Convertible Preferred Shares shall continue to accrue and shall be payable at the Dividend Default Rate until such Parent Redemption Shares or Common Shares, as the case may be, are so delivered and the number of Parent Redemption Shares or Common Shares, as the case may be, shall increase accordingly. Notwithstanding the foregoing, the Company may not optionally redeem the Convertible Preferred Shares unless either (i) such Notice of Redemption will be null the Loans and void, the other amounts payable under the Credit Agreement have been repaid in full or (ii) Borrower will the Required Lenders (as defined in the Credit Agreement) shall have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultconsented thereto.

Optional Redemption. (a) Provided At any time on or after August 20, 2004, except for Securities that the Company has is required to purchase pursuant to Section 11.1 of the Indenture or the Company is required to convert pursuant to Section 12.1 of the Indenture, the Company may, at its option, redeem this Security in whole at any time or in part from time to time, and prior to the Stated Maturity of the Security, upon notice as set forth in Section 10.4 of the Indenture, at the Redemption Price (expressed in percentages of the Principal) set forth below if, but only if, redeemed on a number of authorized but unissued shares of Common Stock sufficient for Redemption Date occurring during the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) 12-month period beginning on the Principal Market and such shares dates indicated: Redemption During the Twelve Months Commencing Price ----------------------------------- ---------- August 20, 2004......................... 101.3125% August 20, 2005......................... 100.0000% If the Company exercises its option to redeem this Security pursuant, a Holder may nevertheless exercise its right to have this Security purchased pursuant to Section 11.1 of Common Stock are approved for listing on such Principal Market upon issuance the Indenture, if applicable, and to convert such Common Stock is registered for resale under Securities pursuant to Article 12 of the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Indenture, in whole or in parteach case, together with interest accrued thereonuntil the close of business two Business Days immediately preceding the Redemption Date. The Company shall pay any Interest and Additional Interest, by paying if any, to the Holder a sum of money equal the Securities called for redemption pursuant to one hundred fifty percent (150%Section 10.1(a) of the principal amount to be redeemedIndenture, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums duenot paid to, accrued or payable to the Holder arising under the Notebut excluding, the Subscription Agreement or any Transaction Document (the "Redemption Amount"Date pursuant to Section 2.1(e) on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convertIndenture; provided, or for Conversion Notices given by the Holder prior to however, that if the Redemption Payment Date. On the Redemption Date is an Interest Payment Date, the Company shall pay the Interest to the Holder of the Security at the close of business on the Regular Record Date with respect to such Interest Payment Date. If the Security is redeemed, then on and after the Redemption Amount Date, Interest shall cease to accrue on Securities or portions of Securities called for redemption, unless the Company defaults in the payment of the Redemption Price. Securities in original denominations larger than $1,000 may be redeemed in part. If any Security selected for partial redemption is converted or elected to be purchased in part before termination of the conversion right with respect to the portion of the Security so selected, the converted or purchased portion of such Security shall be paid in good funds deemed to be the portion selected for redemption (provided, however, that the Holder of such Security so converted or purchased and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion or purchase of such Security). Securities which have been converted or purchased during a selection of Securities to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection. The Company is required to furnish the notice of redemption to the Holder. In Holders as provided in the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultIndenture.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the redeeming any outstanding principal amount of this the Note ("Optional RedemptionOPTIONAL REDEMPTION"), in whole or in part, together with interest accrued thereon, ) by paying to the Holder a sum Purchaser 104% of money equal to one hundred fifty percent (150%) of the principal amount to be redeemedsuch amount, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Purchaser arising under the Notethis Agreement, the Subscription Agreement Note or any Transaction Document other document delivered herewith (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") is given delivered to the Holdera Purchaser ("REDEMPTION DATE"). The A Notice of Redemption shall specify may not be given in connection with any portion of Note for which a Notice of Conversion has been given by the date for such Optional Purchaser at any time before receipt of a Notice of Redemption (or given pursuant to the "Redemption Payment Date"), which date shall be not less than following sentence. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the date Company a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (the "Redemption Period")Redemption. A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the The Redemption Amount shall must be paid in good funds to the HolderPurchaser no later than the seventh (7th) business day after the Redemption Date ("OPTIONAL REDEMPTION PAYMENT DATE"). In the event the Borrower Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date, then the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void. A Notice of Redemption may be given by the Company, provided (i) no Event of Default as described in the Note shall have occurred or be continuing; and (ii) Borrower will have no further right to deliver another Notice the Note Shares issuable upon conversion of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be the full outstanding Note principal are included for unrestricted resale in a non-curable Event registration statement effective as of Defaultthe Redemption Date.

Optional Redemption. Commencing six (a6) Provided that months after the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount original Issue Date of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal Principal amount of this Note ("“Optional Redemption"”), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money in cash equal to one hundred and fifty percent (150%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under this Note through the NoteRedemption Payment Date, the Subscription Agreement or any Transaction Document as defined below (the "“Redemption Amount") on the day written ”). Xxxxxxxx’s election to exercise its right to prepay must be by notice of redemption in writing (the "“Notice of Redemption") is given to the Holder”). The Notice of Redemption shall specify the date for such Optional Redemption (the "“Redemption Payment Date"”), which date shall be a date certain not less sooner than five fifteen (515) business days Trading Days after the date of the Notice of Redemption (the "“Redemption Period"”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of this Note the Principal Amount or interest for which the Holder has a pending previously delivered an election to convert, or for Conversion Notices given conversions initiated or made by the Holder prior to during the Redemption Payment DatePeriod. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the Redemption Amount, the Holder may cancel the Notice of Redemption.

Optional Redemption. (a) Provided that At any time and from time to time, the Company has a number of authorized but unissued shares of Common Stock sufficient for may at its option redeem the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations Notes of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")series, in whole or in part, together with interest accrued thereon, by paying upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the Holder a greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed and (2) the sum of money equal to one hundred fifty percent (150%) the present values of the principal amount to be redeemedRemaining Scheduled Payments, together with plus, in each case, accrued but and unpaid interest thereon to, but excluding, the redemption date, subject to the rights of Holders of the Notes to be redeemed on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to such redemption date; provided that if the Company redeems any 2024 Notes or 2028 Notes on or after the applicable Par Call Date, the redemption price for such Notes to be redeemed will equal 100% of the aggregate principal amount of such Notes redeemed, plus accrued and unpaid interest that thereon to, but not including, the redemption date. In determining the present values of the Remaining Scheduled Payments, the Company will accrue until discount such payments to the actual repayment redemption date on an annual basis (Actual/Actual (ICMA)) using a discount rate equal to the Bund Rate plus 30 basis points for any 2024 Notes and 35 basis points for any 2028 Notes. Notice of any redemption of any series of Notes in connection with a corporate transaction (including any equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all other sums due, accrued or payable to such conditions shall not have been satisfied by the Holder arising under the Noteredemption date. In addition, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written Company may provide in such notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date that payment of the Notice redemption price and performance of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective Company’s obligations with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure redemption may be deemed performed by Holder to be a non-curable Event of Defaultanother Person.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would The Notes will be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")redeemable, in whole or in part, at the option of the Company, until 60 days prior to the expiration of the Initial Interest Rate Period at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (not including the portion of any such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus, in each case, accrued interest to the date of redemption, such redemption price to be set forth in an Officers' Certificate delivered to the Trustee before the redemption date and upon which the Trustee may conclusively rely. The Notes will then be subject, at any time, subject to certain exceptions, to the optional redemption by the Company commencing 60 days after the Initial Interest Rate Period. If less than all of the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the particular Notes or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes to be redeemed (which, as long as the Notes are held in the book-entry only system, will be DTC (or its nominee) or a successor Depositary); provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of Notes as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the Company shall default in the payment of the Notes or portions thereof to be redeemed at the applicable redemption price, together with interest accrued thereonthereon to such date), by paying interest on the Notes or the portions thereof so called for redemption shall cease to accrue. No notice of redemption of the Notes will be mailed during the continuance of any event of default under the Indenture, except that (i) when notice of redemption of any Notes has been mailed, the Company shall redeem such Notes but only if funds sufficient for that purpose have prior to the Holder occurrence of such event of default been deposited with the Trustee or a sum paying agent for such purpose, and (ii) notices of redemption of all outstanding Notes may be given during the continuance of an event of default under the Indenture. Any notice of redemption given at the option of the Company may state that such redemption will be conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Notes and that if such money has not been so received, such notice will be of no force and effect and the Company will not be required to redeem such Notes. PURCHASE AND REDEMPTION OF NOTES Special Mandatory Purchase. Notes which have not been remarketed by 12:00, New York City time, on an Interest Rate Adjustment Date for such Notes will be purchased by the Company directly or through a Liquidity Provider pursuant to the Special Mandatory Purchase Right. In such event, either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of the Notes subject to Special Mandatory Purchase prior to 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of such unremarketed Notes, equal to one hundred fifty percent (150%) 100% of the principal amount thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company will be redeemedobligated to purchase such unremarketed Notes on such Interest Rate Adjustment Date. The Company will be responsible for paying the accrued interest, together if any, on such Notes by depositing sufficient same- day funds therefor with accrued but unpaid interest thereon the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) prior to 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. TRANSFER OR EXCHANGE As provided in the Indenture and interest that will accrue until subject to certain limitations therein set forth, the actual repayment date transfer of the Notes is registrable in the Security Register, upon surrender of such Notes for registration of transfer at the office or agency of the Company in any place where the principal of and premium, if any, and any interest on the Notes are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Company and all other sums duethe Security Registrar or any transfer agent duly executed, accrued by the registered owner hereof or payable his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the Holder arising under the Note, the Subscription Agreement designated transferee or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holdertransferees. The Notice Notes are issuable only in fully registered form in a minimum denomination of Redemption shall specify $100,000 and increments of $1,000 thereafter. The Notes of any series will be exchangeable for other Notes of the date same series of any authorized denominations and of a like aggregate principal amount and tenor. The Notes may be presented for exchange or registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the office of the Trustee maintained in the Borough of Manhattan, The City of New York, for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective purpose with respect to any portion series of this Note for which Notes, without service charge but upon payment of any taxes and other governmental charges as described in the Holder has a pending election to convert, Indenture. Such transfer or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption exchange will be null effected upon the Company and void, (ii) Borrower will have no further right to deliver another Notice the Trustee being satisfied with the documents of Redemption, title and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event indemnity of Defaultthe person making the request.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company has applicable Indenture Supplement for a number Series or Class of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existNotes, the Borrower will have Issuer has the option right, but not the obligation, to: (i) redeem a Series or Class of prepaying the outstanding principal amount of this Note ("Optional Redemption"), Term Notes in whole or in partpart (so long as, together with interest accrued thereonin the case of any partial redemption, by paying to such redemption is funded using the Holder a sum of money equal to one hundred fifty percent (150%) proceeds of the principal amount to be redeemed, together with accrued but unpaid interest thereon issuance and interest that will accrue until sale of one or more new Classes of Notes as further specified in the actual repayment date related Indenture Supplement or from any other cash or funds of loanDepot and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount"not from Collections on MSRs) on a date specified in the day written notice of redemption applicable Indenture Supplement or on any Payment Date (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "a “Redemption Payment Date")”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, which date shall be not if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) redeem a Series or Class of Variable Funding Notes in whole or in part on a date specified in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1, it will cause the Issuer to notify the Indenture Trustee and the Noteholders of such redemption at least five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, the Redemption Amount such redemption shall be paid cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in good funds accordance with this Base Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date hold all rights, powers and options as set forth hereinunder this Base Indenture, then (i) until the Outstanding Note Balance of such Notice Series or Class, plus all accrued and unpaid interest and other amounts due in respect of Redemption will be null the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and voidthe allocations, (ii) Borrower will have no further right to deliver another Notice deposits and payments sections of Redemption, this Base Indenture and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe related Indenture Supplement.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the redeeming any outstanding principal amount of this the Note ("Optional RedemptionOPTIONAL REDEMPTION"), in whole or in part, together with interest accrued thereon, ) by paying to the Holder Purchaser a sum of money equal to one hundred fifty percent the greater of (150%i) the Mandatory Redemption Payment or (ii) a fraction, of which the numerator is the amount of the Note being redeemed and of which the denominator is the Conversion Price, as set forth in Section 3.1(b) of the principal amount to be redeemedNote, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Purchaser arising under the Notethis Agreement, the Subscription Agreement Note or any Transaction Document other document delivered herewith (the "Redemption AmountREDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "Notice of Redemption"NOTICE OF REDEMPTION) is given delivered to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption a Purchaser (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION DATE"). A Notice of Redemption shall may not be effective given in connection with respect to any portion of this Note for which the Holder a Notice of Conversion has a pending election to convert, or for Conversion Notices been given by the Holder prior Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment DateAmount. On the Redemption Payment Date, the The Redemption Amount shall must be paid in good funds to the HolderPurchaser no later than the seventh (7th) business day after the Redemption Date ("OPTIONAL REDEMPTION PAYMENT DATE"). In the event the Borrower Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date, then the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void. A Notice of Redemption may be given by the Company, provided (i) no Event of Default as described in the Note shall have occurred or be continuing; and (ii) Borrower will have no further right to deliver another Notice the Note Shares issuable upon conversion of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be the full outstanding Note principal are included for unrestricted resale in a non-curable Event registration statement effective as of Defaultthe Redemption Date or are otherwise exempt from registration. 9.

Optional Redemption. (a) Provided that the The Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or prepay this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")at any time, in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent without penalty or premium. If within six (150%6) months of the principal amount to be redeemeddate of issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the this Note, the Subscription Purchase Agreement or any Transaction Document other Related Agreement (collectively, the "REDEMPTION AMOUNT"), upon receipt in full of the Redemption Amount"Amount in good funds, the Holder will rebate to Company fifty percent (50%) of any fees it received from the Company on the day date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption (the "Notice of RedemptionNOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify specifying the date for such Optional Redemption (the "Redemption Payment DateREDEMPTION PAYMENT DATE"), which date shall be not less than five ten (510) business days after the date of the Notice of Redemption (the "Redemption PeriodREDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall must be paid in good funds to the Holder. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Redemption Notice of Redemption will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (iicollectively, the "OUTSTANDING NOTES") Borrower will have no further right and the Company pursuant to deliver another Notice of this Section 1.4 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and (iii) Borrower’s failure may be deemed by Holder make such payments to be all holders of Outstanding Notes on a non-curable Event pro rata basis based upon the Redemption Amount of Defaulteach Outstanding Note.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this NoteAtlas may redeem, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")at its option, in whole or in part, together with interest accrued thereon, by paying the Atlas Series E Preferred Shares at a redemption price in cash equal to $25.00 per share plus an amount equal to all accumulated and unpaid dividends thereon to the Holder a sum date of money equal redemption, whether or not declared. Any such optional redemption shall be effected only out of funds legally available for such purpose. Redemption Procedures Xxxxx will give notice of any redemption by mail, postage prepaid, not less than 15 days and not more than 60 days before the scheduled date of redemption, to one hundred fifty percent the holders of any shares to be redeemed as such holders’ names appear on Atlas’ stock transfer books maintained by the Registrar and Transfer Agent at the address of such holders shown therein. Such notice shall state: (150%a) the redemption date, (b) the number of the principal amount Atlas Series E Preferred Shares to be redeemed and, if less than all outstanding Atlas Series E Preferred Shares are to be redeemed, together the number (and the identification) of shares to be redeemed from such holder, (c) the redemption price, (d) the place where the Atlas Series E Preferred Shares are to be redeemed and shall be presented and surrendered for payment of the redemption price therefor and (e) that dividends on the shares to be redeemed will cease to accumulate from and after such redemption date. If fewer than all of the outstanding Atlas Series E Preferred Shares are to be redeemed, the number of shares to be redeemed will be determined by Atlas, and such shares will be redeemed by such method of selection as the Securities Depository shall determine, with accrued but unpaid interest thereon and interest that adjustments to avoid redemption of fractional shares. So long as all Atlas Series E Preferred Shares are held of record by the nominee of the Securities Depository, Atlas will accrue until the actual repayment date and any and all other sums duegive notice, accrued or payable cause notice to be given, to the Holder arising under Securities Depository of the Notenumber of Atlas Series E Preferred Shares to be redeemed, and the Securities Depository will determine the number of Atlas Series E Preferred Shares to be redeemed from the account of each of its participants holding such shares in its participant account. Thereafter, each participant will select the number of shares to be redeemed from each beneficial owner for whom it acts (including the participant, to the extent it holds Atlas Series E Preferred Shares for its own account). A participant may determine to redeem Atlas Series E Preferred Shares from some beneficial owners (including the participant itself) without redeeming Atlas Series E Preferred Shares from the accounts of other beneficial owners. So long as the Atlas Series E Preferred Shares are held of record by the nominee of the Securities Depository, the Subscription Agreement or any Transaction Document (redemption price will be paid by the "Redemption Amount") Paying Agent to the Securities Depository on the redemption date. The Securities Depository’s normal procedures provide for it to distribute the amount of the redemption price in same-day written funds to its participants who, in turn, are expected to distribute such funds to the persons for whom they are acting as agent. If Atlas gives or causes to be given a notice of redemption, then Atlas will deposit with the Paying Agent funds sufficient to redeem the Atlas Series E Preferred Shares as to which notice has been given by the close of business, New York City time, no later than the Business Day immediately preceding the date fixed for redemption, and will give the Paying Agent irrevocable instructions and authority to pay the redemption price to the holder or holders thereof upon surrender or deemed surrender (which will occur automatically if the certificate representing such shares is issued in the name of the Securities Depository or its nominee) of the certificates therefor. If notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date")have been given, which date shall be not less than five (5) business days then from and after the date fixed for Table of Contents redemption, unless Atlas defaults in providing funds sufficient for such redemption at the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note time and place specified for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior payment pursuant to the Redemption Payment Datenotice, all dividends on such shares will cease to accumulate and all rights of holders of such shares as Atlas’ shareholders will cease, except the right to receive the redemption price, including an amount equal to accumulated and unpaid dividends through the date fixed for redemption, whether or not declared. On Xxxxx will be entitled to receive from the Redemption Payment DatePaying Agent the interest income, if any, earned on such funds deposited with the Redemption Amount shall be paid in good funds Paying Agent (to the Holder. In the event the Borrower fails extent that such interest income is not required to pay the Redemption Amount on redemption price of the Redemption Payment Date as set forth hereinshares to be redeemed), then (i) such Notice and the holders of Redemption will be null and void, (ii) Borrower any shares so redeemed will have no further right claim to deliver another Notice any such interest income. Any funds deposited with the Paying Agent hereunder by Xxxxx for any reason, including, but not limited to, redemption of RedemptionAtlas Series E Preferred Shares, that remain unclaimed or unpaid after two years after the applicable redemption date or other payment date, shall be, to the extent permitted by law, repaid to Atlas upon Atlas’ written request, after which repayment the holders of the Atlas Series E Preferred Shares entitled to such redemption or other payment shall have recourse only to Atlas. If only a portion of the Atlas Series E Preferred Shares represented by a certificate has been called for redemption, upon surrender of the certificate to the Paying Agent (which will occur automatically if the certificate representing such shares is registered in the name of the Securities Depository or its nominee), the Paying Agent will issue to the holder of such shares a new certificate (or adjust the applicable book-entry account) representing the number of Atlas Series E Preferred Shares represented by the surrendered certificate that have not been called for redemption. Notwithstanding any notice of redemption, there will be no redemption of any Atlas Series E Preferred Shares called for redemption until funds sufficient to pay the full redemption price of such shares, including all accumulated and (iii) Borrower’s failure unpaid dividends to the date of redemption, whether or not declared, have been deposited by Atlas with the Paying Agent. Atlas and its affiliates may from time to time purchase the Atlas Series E Preferred Shares, subject to compliance with all applicable securities and other laws. Neither Atlas nor any of its affiliates has any obligation, or any present plan or intention, to purchase any Atlas Series E Preferred Shares. Any shares repurchased and cancelled by Xxxxx will revert to the status of authorized but unissued preferred shares, undesignated as to series. Notwithstanding the foregoing, in the event that full cumulative dividends on the Atlas Series E Preferred Shares and any Parity Securities have not been paid or declared and set apart for payment, Atlas may not repurchase, redeem or otherwise acquire, in whole or in part, any Atlas Series E Preferred Shares or Parity Securities except pursuant to a purchase or exchange offer made on the same terms to all holders of Atlas Series E Preferred Shares and any Parity Securities. Common shares and any other Junior Securities may not be deemed by Holder to be a nonredeemed, repurchased or otherwise acquired unless full cumulative dividends on the Atlas Series E Preferred Shares and any Parity Securities for all prior and the then-curable Event of Defaultending dividend periods have been paid or declared and set apart for payment.

Optional Redemption. (a) Provided that The Notes shall be optionally redeemable as set forth in paragraph 5 of the Notes. Any such redemption shall be made in accordance with the provisions of this Article III. (b) Any redemption or notice of redemption issued pursuant to paragraph 5 of the Notes may, in the Company’s discretion, be subject to one or more conditions precedent. If any such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company has in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived) by the Redemption Date, or by the redemption date so delayed and such redemption provisions may be adjusted to comply with the requirements of DTC. (c) If the Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date. (d) In the case of any partial redemption, the Trustee will select Notes for redemption on a number pro rata pass through distribution basis or by such other methods pursuant to the applicable procedures of authorized but unissued shares the depositary unless otherwise required by law; provided that if the Notes are in global form, interests in such global notes will be selected for redemption by DTC in accordance with its standard procedures therefor, although no Note of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining $200,000 in original principal amount of this Note, such Common Stock or less will be redeemed in part. If any Note is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would to be permitted redeemed in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existpart only, the Borrower notice of redemption relating to such Note will have state the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) portion of the principal amount thereof to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable . A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder arising under thereof upon cancellation of the original Note. (e) In addition, nothing in the Indenture shall limit the right of the Issuers, the Subscription Agreement Company or any Transaction Document of their Affiliates to acquire Notes by means other than redemption, whether by tender or exchange offer, open market purchases, negotiated transactions or otherwise, upon such terms, at such prices and with such consideration as they may determine. (f) If the "Redemption Amount") on Issuer chooses to exercise its optional right to redeem the day written notice of redemption (the "Notice of Redemption") is given Notes pursuant to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Dateprovisions summarized above, the Redemption Amount shall be paid Issuer may in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinits discretion redeem one or more series of Notes, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaulteither together or separately.

Optional Redemption. (a) Provided On any Distribution Date occurring during an Early Amortization Period with respect to the Series 1996-3 Certificates on or after the date that the Company has a number aggregate Unpaid Balance of authorized but unissued shares the Receivables then included in the Receivables Pool is reduced to ten percent or less of Common Stock sufficient for the issuance aggregate Unpaid Balance of all Conversion Shares underlying the remaining principal amount Receivables included in the Receivables Pool as the commencement of this Notesuch Early Amortization Period, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note Transferor shall or would exist, the Borrower will have the option to redeem the Series 1996-3 Series Interest. The purchase price will be an amount equal to the Series 1996-3 Invested Amount plus accrued and unpaid interest (and accrued and unpaid interest with respect to interest that was due but not paid on any prior Distribution Date) through the day preceding the Distribution Date at the applicable interest rate (as specified in Section 4.1) plus the aggregate amount by which the Series 1996-3 Invested Amount has been reduced on account of prepaying Investor Write-Offs and Investor Allocable Dilution (and not subsequently reinstated) plus the applicable Additional Amounts (including any unpaid Additional Amounts from earlier Distribution Dates). Upon the tender of the outstanding principal amount Certificates of this Note ("Optional Redemption")Series 1996-3 by the Holders, in whole or in partTrustee shall distribute the amounts, together with interest accrued thereon, by paying all funds on deposit in the Principal Funding Account that are allocable to the Holder a sum Series 1996-3 Certificates, to the Holders of money equal to one hundred fifty percent (150%) Series 1996-3 on the next Distribution Date in repayment of the principal amount to be redeemed, together with and accrued but and unpaid interest thereon and interest that will accrue until the actual repayment date and owing to such Holders. Following any and all other sums due, accrued or payable to the Holder arising under the Noteredemption, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date Holders of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption Series 1996-3 Certificates shall not be effective have no further rights with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderReceivables. In the event that Transferor fails for any reason to deposit in the Borrower fails to pay Principal Funding Account the Redemption Amount on aggregate purchase price for the Redemption Payment Date as set forth hereinSeries 1996-3 Certificates, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder payments shall continue to be a nonmade to the Holders of the Series 1996-curable Event 3 Certificates in accordance with the terms of Defaultthe Pooling Agreement, the Series 1996-2 Supplement and this Supplement. Notwithstanding the foregoing, no redemption pursuant to this Article VII shall occur if the Series Invested Amount attributable to any Senior Class of any Series in Group I shall have been reduced on account of Investor Write-Offs and/or Investor Allocable Dilution (and not subsequently reinstated) unless all such reductions are reinstated prior to such redemption.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note The Servicer shall or would exist, the Borrower will have the option to purchase all outstanding Contracts on any Payment Date on or after the Payment Date (with the consent of prepaying the outstanding principal Note Insurer if such purchase would result in a claim on the Policy or would result in any amount owing to the Note Insurer under the Insurance Agreement remaining unpaid) on which the Pool Principal Balance is less than or equal to 20% of this Note the Cut-off Date Pool Balance. The aggregate redemption price for the Contracts will be equal to the greatest of ("Optional Redemption"a) the sum of: (i) 100% of the Principal Balance of each Contract, other than any Contract as to which the related Manufactured Home has been repossessed and whose fair market value is included in clause (ii) hereof, and (ii) the fair market value of any acquired property, as determined by the Servicer, (b) the aggregate fair market value of all assets of the Trust Estate (as determined by the Servicer), in whole or in part, together with interest accrued thereon, by paying each case plus any unpaid Interest Payment Amounts on each Class of Notes and all amounts owed to the Holder a sum of money equal to one hundred fifty percent Note Insurer, the Indenture Trustee, the Custodian and the Swap Provider at such time; and (150%c) the unpaid Outstanding Principal Balance of the principal amount to be redeemed, together with accrued but Notes and all unpaid interest thereon and interest that will accrue until on the actual repayment date and any and all other sums dueNotes, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document including Available Funds Cap Carry-Forward Amounts (the "Redemption AmountPrice"). If the determination of the fair market value of the Contracts shall be required to be made by the Servicer as provided above, (A) such appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and shall be protected in relying on, such appraisal. The Redemption Price deposited by the Servicer will be paid to all outstanding Noteholders on the day written notice of redemption (Payment Date occurring in the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after month following the date of redemption. The Servicer must give the Notice Indenture Trustee, the Auction Agent and DTC at least 30 days' prior notice of Redemption (the "Redemption Period")its intent to exercise this option. A Notice of Redemption shall not No optional redemption may be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior effected unless all amounts due and unpaid to the Redemption Payment Date. On the Redemption Payment DateNote Insurer, the Redemption Amount shall be Indenture Trustee, the Custodian and the Swap Provider (including any Swap Termination Payments) are paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount full, and no optional redemption may be effected if it would result in a draw on the Redemption Payment Date as set forth hereinPolicy, then (i) such Notice without the written consent of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaulteach party not paid in full.

Optional Redemption. (a) Provided that The Issuer at its option may, at any time, redeem all, or from time to time any part, of the Company has a number Notes upon payment of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Notethe Notes, such Common Stock is listed or quoted plus accrued interest to the date of redemption, plus the Make-Whole Amount, if any (and is not suspended from trading) on the Principal Market and such shares of Common Stock "Redemption Price"). If less than all the Notes are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would to be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have redeemed at the option of prepaying the outstanding Issuer, the Issuer will deliver to the Trustee at least 45 days prior to the Redemption Date (or such shorter period as the Trustee may accept) an Officers' Certificate stating the aggregate principal amount of this Note ("Optional Redemption")Notes to be redeemed. If less than all the Notes are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Notes to be redeemed in whole or in part, together with interest accrued thereon, by paying . Notes may be redeemed in part in multiples equal to the Holder a sum minimum authorized denomination for Notes. Unless the Trustee has been requested to notify Holders of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable redemption pursuant to the Holder arising under the Notelast paragraph of Section 9.02, the Subscription Agreement or any Transaction Document Trustee shall promptly (but in no event after the "Redemption Amount"later of (a) on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business that is ten days after the date of receipt by the Notice Trustee of Redemption the Officers' Certificate referred to in the first paragraph of this Section 9.01 and (b) the "Redemption Period")date that is five days before the date identified by the Issuer in such Officers Certificate as the date on which the Issuer intends to give notice of redemption) notify the Issuer in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. A Notice For all purposes of Redemption shall not this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes, in the case of any Note redeemed or to be effective with respect redeemed only in part, relates to any the portion of this the principal amount of such Note for which the Holder has a pending election to convert, been or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder is to be a non-curable Event of Defaultredeemed.

Optional Redemption. (a) Provided that Unless otherwise provided in the Company applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a number Series or Class of authorized Notes in whole but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted not in part on (and is not suspended from tradingi) any Payment Date (a “Redemption Payment Date”) on or after the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market Payment Date on which such Common Stock may be listed or quoted, and both immediately before and the aggregate Note Balance (after giving effect theretoto all payments, no Event if any, on that day) of Default under such Series or Class is reduced to less than the Subscription Agreement Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"Section 13.1(a), in whole or in partit will cause the Issuer to notify the Indenture Trustee, together with interest accrued thereoneach Derivative Counterparty (as applicable, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion the related Series of this Note for which Notes) and the Holder has a pending election to convert, or for Conversion Notices given by the Holder Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. On Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, the Redemption Amount such redemption shall be paid cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in good funds accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date hold all rights, powers and options as set forth hereinunder this Indenture, then (i) until the Outstanding Note Balance of such Notice Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of Redemption will be null this Indenture and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultthe related Indenture Supplement.

Optional Redemption. (a) Provided that No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company has prior to the Maturity Date, except as provided in this Section 15.01. If, at any time, the Company determines it is necessary to redeem the Notes in order to preserve the Company’s qualification as a number real estate investment trust (“REIT”) under the Internal Revenue Code of authorized but unissued shares 1986, as amended, the Company, upon not less than 45 nor more than 60 calendar days’ written notice (the “Redemption Notice”) before the redemption date (the “Redemption Date”) to the Trustee, the Paying Agent (if other than the Trustee) and each Holder, may redeem all of Common Stock sufficient for the issuance of all Conversion Shares underlying Notes then outstanding at a redemption price (the remaining “Redemption Price”) equal to 100% principal amount of this Notethe Notes, such Common Stock is listed or quoted (plus accrued and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance unpaid interest, if applicableany, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriberto, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existbut excluding, the Borrower will have Redemption Date (unless the option of prepaying Redemption Date falls after a Regular Record Date but on or prior to the outstanding principal immediately succeeding Interest Payment Date, in which case the Company shall pay the full amount of this Note ("Optional Redemption"), in whole or in partaccrued and unpaid interest, together with interest accrued thereonAdditional Interest, by paying if any, to the Holder a sum of money record as of the close of business on such Regular Record Date, and the Redemption Price will be equal to one hundred fifty percent (150%) 100% of the principal amount of the Notes to be redeemed, together ). Together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the NoteRedemption Notice, the Subscription Agreement or any Transaction Document (Company shall provide the "Redemption Amount") on Trustee with an Officers’ Certificate evidencing that the day written notice Board of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date")Directors has, which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds faith, made the determination that it is necessary to redeem the Holder. In Notes in order to preserve the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date Company’s qualification as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of DefaultREIT for U.S. federal income tax purposes.

Optional Redemption. (a) Provided that For six months from the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would existdate hereof, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty twenty-five percent (150125%) of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the Note(the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s 's failure may be deemed by Holder to be a non-curable Event of Default.

Optional Redemption. (a) Provided that At any time and from time to time prior to January 15, 2025, the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount Securities of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would series shall be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")redeemable, in whole or in part, together with interest accrued thereonat the Company's option, by paying at a Redemption Price equal to the Holder a sum greater of money equal to one hundred fifty percent (150%i) 100% of the principal amount of such Securities to be redeemed, together with or (ii) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued but as of the Redemption Date), calculated as if the maturity date of the Securities were January 15, 2025, and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points; in each case, plus accrued and unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums dueon such Securities to, accrued or payable to the Holder arising under the Notebut excluding, the Subscription Agreement Redemption Date. The Securities will be redeemable in whole or in part, at the Company's option, at any Transaction Document (time and from time to time on or after January 15, 2025, at a Redemption Price equal to 100% of the "principal amount of the Securities being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Amount") on the day written notice of redemption (the "Date. Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for any such Optional Redemption (the "Redemption Payment Date"), which date redemption shall be given by mail to Holders of the Securities to be redeemed, not less than five (5) business 30 days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder nor more than 60 days prior to the Redemption Payment Date, all as provided in the Indenture. On and after the Redemption Payment DateDate for the Securities or any portion thereof called for redemption, as applicable, interest shall cease to accrue on such Securities or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for such Securities or any portion thereof called for redemption, the Redemption Amount Company shall be paid in good deposit with the Trustee or a Paying Agent, funds to the Holder. In the event the Borrower fails sufficient to pay the Redemption Amount Price of such Securities to be redeemed on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of RedemptionDate, and (iiiexcept if the Redemption Date shall be an Interest Payment Date) Borrower’s failure may be deemed by Holder accrued interest, if any. If less than all of the Securities of this series are to be redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event shall Securities of a non-curable Event principal amount of Default$2,000 or less be redeemed in part.

Optional Redemption. Prior to June 18, 2028 (aone month prior to the maturity date of the Notes) Provided that (the “Par Call Date”), the Company has a number of authorized but unissued shares of Common Stock sufficient for may redeem the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption")Notes at its option, in whole or in part, together with at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points less (b) interest accrued thereon, by paying to the Holder a sum date of money equal to one hundred fifty percent redemption (150%the “Applicable Premium”), and (2) 100% of the principal amount of the Notes to be redeemed, together with plus, in either case, accrued but and unpaid interest thereon to, but excluding, the Redemption Date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. The Company will be entitled, at its option, to redeem the Notes in whole if at any time it becomes obligated to pay additional amounts on the Notes on the next Interest Payment Date with respect to the Notes, but only if its obligation results from a change in, or an amendment to, the laws or treaties (including any regulations or official rulings promulgated thereunder) of a Relevant Tax Jurisdiction (or a political subdivision or taxing authority thereof or therein), or from a change in any official position regarding the interpretation, administration or application of those laws, treaties, regulations or official rulings (including a change resulting from a holding, judgment or order by a court of competent jurisdiction), that becomes effective and is announced after the Issue Date (or, if the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the Issue Date, such later date) and provided the Company cannot avoid the obligation after taking reasonable measures to do so. If the Company redeems the Notes in these circumstances, it will accrue until do so at a Redemption Price equal to 100% of the actual repayment date principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, and any and all other sums dueamounts due to, accrued or payable to the Holder arising under the Notebut excluding, the Subscription Agreement or Redemption Date. If the Company becomes entitled to redeem the Notes in these circumstances, it may do so at any Transaction Document (time on a redemption date of its choice. However, the "Redemption Amount") on Company must give the day written Holders being redeemed notice of the redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business 10 days after or more than 60 days before the redemption date and not more than 90 days before the next date on which it would be obligated to pay additional amounts. In addition, the Company’s obligation to pay additional amounts must remain in effect when it gives the notice of redemption. Notice of the Notice of Redemption (Company’s intent to redeem the "Redemption Period"). A Notice of Redemption Notes shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior until such time as it delivers to the Redemption Payment DateTrustee both a certificate signed by two of its officers stating that the obligation to pay additional amounts cannot be avoided by taking reasonable measures and an opinion of independent legal counsel or an independent auditor stating that the Company is obligated to pay additional amounts because of an amendment to or change in law, treaties or position as described in the preceding paragraph. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds In addition to the Holder. In the event the Borrower fails Company’s rights to pay the Redemption Amount on the Redemption Payment Date redeem Notes as set forth hereinabove, then (i) such Notice of Redemption will be null and voidthe Company may at any time purchase Notes in open-market transactions, (ii) Borrower will have no further right to deliver another Notice of Redemptiontender offers, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultprivately negotiated purchases or otherwise.

Optional Redemption. The Notes are unsecured and are not entitled to the benefit of any sinking fund. The Notes will be subordinate to all Senior Indebtedness (aas defined) Provided that of the Company has a number and will rank pari passu with all unsubordinated trade and other indebtedness of authorized but unissued shares the Company. On December 31, 1998, approximately $22,229,526.06 of Common Stock sufficient for Senior Indebtedness, secured by substantially all of the issuance assets of all Conversion Shares underlying the remaining principal amount of this NoteCompany, such Common Stock is listed or quoted and $8,328,000.00 (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for giving effect to the sale of all Registrable Securities held the Notes offered hereby) of unsecured pari passu indebtedness, was outstanding. See "Risk Factors - Subordination" and "Description of the Notes." The Notes offered hereby are being sold by the SubscriberCompany to investors who meet the suitability standards set forth in this Memorandum. See "Suitability Standards." There is no public market for the Notes and no public market is expected to develop following the Offering. The Company does not intend to apply for listing of the Notes on any securities exchange or for inclusion of the Notes on any automated quotation system. INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR PERSONS WHO ARE FINANCIALLY ABLE TO HOLD THE SECURITIES FOR AN INDEFINITE PERIOD OF TIME AND TO BEAR THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS." THE NOTES AND THE COMMON STOCK ISSUABLE UPON THEIR CONVERSION OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no Event of Default under the Subscription Agreement or this Note shall or would exist, the Borrower will have the option of prepaying the outstanding principal amount of this Note AS AMENDED (THE "Optional RedemptionSECURITIES ACT"), in whole or in partOR APPLICABLE STATE SECURITIES LAWS, together with interest accrued thereonNOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR ENDORSED THE MERITS OF THE OFFERING MADE HEREBY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT, by paying to the Holder a sum of money equal to one hundred fifty percent REGULATION D THEREUNDER, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. BLC FINANCIAL SERVICES, INC. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (150%000) of the principal amount to be redeemed000-0000 February 1, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due1999 THIS MEMORANDUM IS CONFIDENTIAL AND PROPRIETARY AND IS SUBMITTED TO A LIMITED NUMBER OF "ACCREDITED INVESTORS" (AS DEFINED IN REGULATIONS PROMULGATED UNDER THE SECURITIES ACT) SOLELY FOR USE IN CONNECTION WITH THE CONSIDERATION OF THE PURCHASE OF THE SECURITIES OFFERED HEREBY IN A PRIVATE OFFERING WITH THE EXPRESS UNDERSTANDING THAT, accrued or payable to the Holder arising under the NoteWITHOUT THE PRIOR WRITTEN PERMISSION OF THE COMPANY, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderSUCH PERSONS WILL NOT RELEASE THIS DOCUMENT OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTIONS OF OR USE THIS MEMORANDUM FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE SECURITIES. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date")EACH PURCHASER OF THE SECURITIES OFFERED HEREBY MUST ACQUIRE THE SECURITIES FOR ITS OWN ACCOUNT. IN MAKING AN INVESTMENT DECISION, which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period")INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THIS MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convertPROSPECTIVE INVESTOR MAY DESIRE IN EVALUATING THE COMPANY. ALL OF THE INFORMATION PROVIDED HEREIN CONCERNING THE COMPANY HAS BEEN FURNISHED BY THE COMPANY. THIS INFORMATION SHOULD NOT BE RELIED UPON AS ANY REPRESENTATION WITH RESPECT TO FUTURE RESULTS TO BE OBTAINED BY THE COMPANY OR THE VALUE OF THE SECURITIES OF THE COMPANY. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS MEMORANDUM OR ITS CONTENTS AS LEGAL, or for Conversion Notices given by the Holder prior to the Redemption Payment DateBUSINESS OR TAX ADVICE. On the Redemption Payment DateEACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISORS REGARDING LEGAL, the Redemption Amount shall be paid in good funds to the HolderBUSINESS AND TAX MATTERS RELATED TO THIS OFFERING. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinTHE OBLIGATIONS OF THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN ARE SET FORTH IN AND WILL BE GOVERNED BY CERTAIN DOCUMENTS DESCRIBED HEREIN. ALL OF THE STATEMENTS AND INFORMATION CONTAINED HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS. NEITHER THE DELIVERY OF THIS MEMORANDUM, then (i) such Notice of Redemption will be null and voidNOR ANY SALE MADE PURSUANT HERETO, (ii) Borrower will have no further right to deliver another Notice of RedemptionSHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE SET FORTH ON THE COVER. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OF SECURITIES TO ANY PERSON UNLESS THE NAME OF SUCH PERSON AND AN IDENTIFICATION NUMBER APPEAR ON THE FRONT COVER HEREOF. DELIVERY OF THIS MEMORANDUM TO ANYONE OTHER THAN THE PERSON WHOSE NAME APPEARS ON THE FRONT COVER IS UNAUTHORIZED AND ANY REPRODUCTION OR CIRCULATION OF THIS MEMORANDUM, and (iii) Borrower’s failure may be deemed by Holder to be a nonIN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WHATSOEVER SHALL BE EMPLOYED IN THE OFFERING EXCEPT FOR THIS MEMORANDUM. NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ON BEHALF OF THE COMPANY RELATING TO THIS OFFERING OTHER THAN AS SET FORTH IN THIS MEMORANDUM. THIS OFFERING IS MADE SUBJECT TO PRIOR SALES, AND TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY THE COMPANY WITHOUT NOTICE. THE COMPANY MAY REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY OFFERS OR SALES MADE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DISCUSSED HEREIN SINCE THE DATE HEREOF. THE METHOD OF DELIVERY OF THE DOCUMENTS TO BE DELIVERED TO THE COMPANY, AND THE PAYMENT OF THE PURCHASE PRICE TO THE COMPANY WILL BE AT THE ELECTION AND RISK OF THE OFFEREE. IF SENT BY MAIL, IT IS RECOMMENDED THAT SUCH DOCUMENTS AND SUCH PAYMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, AND THAT A SUFFICIENT NUMBER OF DAYS BE ALLOWED TO ENSURE DELIVERY TO THE COMPANY AND CLEARANCE OF PAYMENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE DATE DESIGNATED FOR PAYMENT. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-curable Event of DefaultB OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

Optional Redemption. The Company shall not have the option to redeem the Convertible Subordinated Notes prior to ____________ __, 2001. Thereafter, the Company shall have the option to redeem the Convertible Subordinated Notes, in whole or from time to time in part, at the following redemption prices (aexpressed as percentages of principal amount), if redeemed during the 12-month period beginning ____________ of each year indicated (____________ with respect to 2001) Provided plus accrued and unpaid interest to, but excluding, the date fixed for redemption; provided, however, that the Company has a number shall not have the option to redeem the Convertible Subordinated Notes unless the closing price of authorized but unissued shares of the Common Stock sufficient for on the issuance of all Conversion Shares underlying principal stock exchange or market on which the remaining principal amount of this Note, such Common Stock is listed then quoted or quoted (and is not suspended from trading) admitted to trading equals or exceeds 125% of the Conversion Price for at least 20 trading days within a period of 30 consecutive trading days ending on the Principal Market fifth trading day prior to the date the notice of redemption is first mailed to the holders of the Convertible Subordinated Notes: Redemption Year Price ---- ---------- 2001......................................................... % 2002......................................................... % and such shares 100% at ________, 2003. Notice of Common Stock redemption will be mailed by first class mail at least 15 days but not more than 60 days before the date fixed for redemption to each holder of Convertible Subordinated Notes to be redeemed at his or her registered address. Convertible Subordinated Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000. If less than all the Convertible Subordinated Notes are approved for listing on such Principal Market upon issuance to be redeemed, the Trustee shall select the Convertible Subordinated Notes to be redeemed by a method that complies with the requirements of the principal national securities exchange, if applicableany, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be the Convertible Subordinated Notes are listed or quoted, or, if the Convertible Subordinated Notes are not so listed, on a pro rata basis by lot or by any other method that the Trustee considers fair and both immediately before appropriate. On and after giving effect theretothe redemption date, no Event of Default under interest ceases to accrue on Convertible Subordinated Notes or portions thereof called for redemption (unless the Subscription Agreement or this Note shall or would exist, Company defaults in the Borrower will have the option of prepaying the outstanding principal amount of this Note ("Optional Redemption"), in whole or in part, together with interest accrued thereon, by paying to the Holder a sum of money equal to one hundred fifty percent (150%) payment of the principal amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"price). A Notice of Redemption shall not be effective with respect to any portion of If this Convertible Subordinated Note for is redeemed on a date which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption is also an Interest Payment Date, the Redemption Amount shall interest payment due on such date will be paid in good funds to the Holder. In person in whose name this Convertible Subordinated Note is registered at the event the Borrower fails to pay the Redemption Amount close of business on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultrecord date.

Optional Redemption. (a) Provided that the Company has a number of authorized but unissued shares of Common Stock sufficient for the issuance of all Conversion Shares underlying the remaining principal amount of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares of Common Stock are approved for listing on such Principal Market upon issuance if applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would be permitted in full without violating Section 2.3 herein or the rules or regulations of any trading market on which such Common Stock may be listed or quoted, and both immediately before and after giving effect thereto, no an Event of Default under (as defined in this Agreement and the Subscription Agreement Note) has not occurred, whether or this Note shall or would existnot such Event of Default has been cured, the Borrower Company will have the option of prepaying the outstanding principal amount of this the Note ("Optional Redemption"), in whole or in part, together with the interest accrued thereon, by paying to the Holder Subscriber a sum of money equal to one hundred fifty twenty percent (150120%) of the principal amount Principal Amount to be redeemed, together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Subscriber arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of redemption (the "Notice of Redemption") is given to the HolderSubscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five fifteen (515) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this the Note for which the Holder Subscriber has a pending election to convert, or for Conversion Notices notices given by the Holder Subscriber prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the HolderSubscriber. In the event the Borrower Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower Company will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s Company's failure may be deemed by Holder Subscriber to be a non-curable Event of Default.

Optional Redemption. If so specified in, and in accordance with the applicable terms and provisions of, the Pricing Supplement, this Note may be redeemed at the option of the Issuer (ai) Provided that at any time on and after an initial date specified in the Company has a number Pricing Supplement, (ii) on any Interest Payment Date on or after an initial date specified in the Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the Pricing Supplement for redemption at the option of authorized the Issuer (each such date, an “Optional Redemption Date”). IF NO OPTIONAL REDEMPTION DATE OR DATES ARE SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED PURSUANT TO SECTION 7 HEREIN IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. Unless otherwise specified in the Pricing Supplement, this Note may be redeemed on any Optional Redemption Date in whole or from time to time in part (in increments of the Minimum Denomination, as defined below) at the option of the Issuer at the Redemption Price (as defined below), together with accrued and unpaid interest (if any) hereon payable at the applicable rate or rates (if any) borne by this Note to, but unissued shares excluding, the date fixed for redemption, on notice given in accordance with the Indenture to the holder of Common Stock sufficient this Note not less than 10 business days nor more than 60 calendar days (unless otherwise specified in the Pricing Supplement) prior to the date fixed for redemption. Unless otherwise specified in the Pricing Supplement, the notice of redemption shall specify: • the date fixed for redemption; • the redemption price (or, if not then ascertainable, the manner of calculation of the redemption price); • the securities identification number(s) of the Notes to be redeemed; • the amount to be redeemed, if less than all of the outstanding series of Notes is to be redeemed; • the place of payment for the issuance of all Conversion Shares underlying Notes to be redeemed; • that interest (if any) accrued on the remaining principal amount Notes to be redeemed will be paid as specified in the notice; and • that on and after the date fixed for redemption, interest (if any) will cease to accrue on the Notes to be redeemed. So long as a depository is the record holder of this Note, such Common Stock is listed or quoted (and is not suspended from trading) on the Principal Market and such shares Issuer will deliver any notice of Common Stock are approved redemption only to that depository in accordance with the Indenture. In the event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the Minimum Denomination. In the event of redemption of this Note in part only, a new Note for listing on such Principal Market the unredeemed portion hereof shall be issued in the name of the registered holder hereof upon issuance if the surrender of this Note or, where applicable, such Common Stock is registered for resale under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable Securities held by the Subscriber, such issuance would an appropriate notation will be permitted in full without violating Section 2.3 made on Schedule 1 attached hereto. Unless otherwise specified herein or in the rules or regulations Pricing Supplement, if less than all of any trading market on which such Common Stock may the Notes with like tenor and terms and provisions are to be listed or quotedredeemed, and both immediately before and after giving effect thereto, no Event the particular Notes to be redeemed shall be selected in accordance with the applicable procedures of Default under the Subscription Agreement or [Depository] [applicable clearing system]. If this Note shall or would exist, the Borrower will have is redeemable at the option of prepaying the outstanding Issuer, then, unless otherwise specified in the Pricing Supplement, the “Redemption Price” shall be 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest (if any) to, but excluding, the date fixed for redemption. The Security Registrar will make appropriate modifications to the entry in the Security Register for the Notes to reflect the reduction in the principal amount of this Note pursuant to a redemption in accordance with this Section. From and after any date fixed for redemption, if monies for the redemption of this Note ("Optional Redemption")or portion hereof) shall have been made available for redemption on such date, in whole this Note (or in part, together such portion hereof) shall cease to bear interest (if any) and the holder’s only right with interest accrued thereon, by paying respect to the Holder a sum of money equal this Note (or such portion hereof) shall be to one hundred fifty percent (150%) receive payment of the principal amount to be redeemedof the Note being redeemed (or, together with accrued but if this is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, (if any) accrued or payable to the Holder arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on the day written notice of such redemption (the "Notice of Redemption") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be not less than five (5) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert, or for Conversion Notices given by the Holder prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no further right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Defaultdate.