Common use of Optional Redemption Clause in Contracts

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at At any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of: of (1i) 100% of the principal amount of the Securities to be redeemed then outstanding; and Notes being redeemed, and (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities Notes to be redeemed that would be due if such Securities notes matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued to as of the date of redemptionRedemption Date) discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Reinvestment Rate plus 20 25 basis points; , plus, in either of the above caseseach 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 date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call corresponding Interest Payment Date, the Company will pay a redemption price the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of 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 100% of the principal amount of the Securities 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. If all or less than all of the Notes are to be redeemed plus accrued interest at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption date. If prior to the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Par Call Date, the accrued Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and unpaid interestif the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, if any, such notice from the Company shall be paid given to the person Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in whose name such notice of redemption. The Trustee shall have no responsibility for calculating the Security is registered Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a the day of mailing the relevant notice of redemption at least 15 daysredemption; or (ii) register the transfer of or exchange any Note, but not more than 60 daysor portion thereof, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on , except the date fixed for redemption. For purposes unredeemed portion of the foregoing, the following terms have the following meanings:any Note being redeemed in part.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior may prepay this Note (“Optional Redemption”) by paying to the First Par Call DateHolder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company will pay a redemption price equal shall deliver to the greater of: Holder a written notice of redemption (1the “Notice of Redemption”) 100% of specifying the principal amount of date for such Optional Redemption (the Securities to “Redemption Payment Date”), which date shall be redeemed then outstanding; and ten (210) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to business days after the date of redemption) discounted to the redemption date on a semiannual basis Notice of Redemption (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of “Redemption Period”). On the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Redemption Payment Date, the accrued and unpaid interest, if any, shall Redemption Amount must be paid in good funds to the person Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in whose name addition to this Note, are outstanding (collectively, the Security is registered at “Outstanding Notes”) and the close of business on such Regular Record Date. The Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall mail or cause take the same action with respect to be mailed all Outstanding Notes and make such payments to all holders of Outstanding Notes on a notice pro rata basis based upon the Redemption Amount of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Outstanding Note.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of redeeming any time and from time to time. If the Company redeems the Securities prior outstanding Note ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100125% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum portion of the present values of Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the remaining scheduled payments of principal and interest Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at least 15 daysall, but not more than 60 days, before the redemption date to each Holder within two hours of the Securities delivery to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to the Company by facsimile of a redemption date if the notice is issued Conversion Notice but only in connection with a defeasance portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Securities Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or a satisfaction and discharge all of the IndentureNote principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Note. Notices A Notice of redemption 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 Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease used to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:effect an Optional Redemption.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 15 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:

Optional Redemption. The Securities are redeemable at If specified in the Company’s electionapplicable prospectus supplement, in whole we may elect to redeem all or in part, at any time and part of the outstanding debt securities of a series from time to timetime before the maturity date of the debt securities of that series. If Upon such election, we will notify the Company redeems indenture trustee of the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of date and the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum debt securities of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities series to be redeemed. If less than all the Company redeems debt securities of the Securities on or after the First Par Call Dateseries are to be redeemed, the Company will pay a redemption price equal to 100% particular debt securities of the principal amount of the Securities that series to be redeemed plus will be selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and conditions of those debt securities. Notice of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption. This notice will include the following information, as applicable: the redemption date; the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular debt securities to be redeemed; that on the redemption date the redemption price will become due and payable upon each security to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such is the case. Prior to any redemption date, we will deposit or cause to be deposited with the indenture trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the applicable indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the redemption date shall be an interest payment date or the debt securities of such series provide otherwise) accrued interest on, all of the debt securities or the part thereof to be redeemed on that date. On the redemption date, the redemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities Any debt securities to be redeemed only in part must be surrendered at its registered addressthe office or agency established by us for such purpose, except that redemption notices may be mailed more than 60 days prior and we will execute, and the indenture trustee will authenticate and deliver to a redemption date if the notice is issued in connection with a defeasance holder without service charge, new debt securities of the Securities or same series and of like tenor, of any authorized denominations as requested by that holder, in a satisfaction principal amount equal to and discharge in exchange for the unredeemed portion of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:debt securities that holder surrenders.

Optional Redemption. The Securities are redeemable Issuer may redeem the Notes at any time at the Company’s electionoption of the Issuer, in whole or from time to time in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% Redemption Price. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the principal amount of Notes called for redemption shall have been made available on the Securities Redemption Date referred to be redeemed then outstanding; and (2) as determined by an Independent Investment Bankerin such notice, the sum of the present values of the remaining scheduled payments of principal and such Notes will cease to bear interest on the Securities to be redeemed that would be due if date fixed for such Securities matured on redemption specified in such notice and the First Par Call Date (not including any portion only right of the Holders of such payments of interest accrued Notes from and after the Redemption Date will be to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either receive payment of the above casesRedemption 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, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person as shown in whose name the Security is registered at Register for the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysNotes, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more nor less than 60 30 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the foregoingNotes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Issuer, the following terms Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of 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 Original Indenture, such notice from the Issuer shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the following meanings:Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in whole or in part.

Optional Redemption. The Securities are redeemable (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on (i) any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, 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) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the Company’s electiondirection of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. 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, such redemption shall be 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 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 hold all rights, powers and options as set forth under this Indenture, 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. (b) 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 Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation. (c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through (i) a Permitted Refinancing, (ii) the use of the proceeds of issuance and sale of a new Series of Notes issued hereunder, or (iii) the use of the proceeds received of any amounts funded under any Variable Funding Notes on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ prior notice to the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount on the date set for such redemption (the “Redemption Date”). (d) The Issuer may redeem any Series or Class of Notes through (i) a Permitted Refinancing, (ii) the use of proceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement. (e) If necessary to satisfy the Collateral Test, the Notes of any Series or Class of Variable Funding Notes shall be subject to repayment by the Issuer, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior up to the First Par Call Dateamount necessary to satisfy the Collateral Test, using any other cash or funds of the Company will pay a redemption price equal to Issuer other than Collections on the greater of: Receivables, upon one (1) 100% of Business Day’s prior notice from the Issuer to the Indenture Trustee, each Derivative Counterparty and the related VFN Noteholders. Any such repayment pursuant to this Section 13.1(e) shall reduce the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion balance of such payments Variable Funding Notes but shall not result in a reduction of interest accrued to any funding commitments related thereto or the date Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of redemptionsuch Variable Funding Notes and the Issuer) discounted to the redemption date and (ii) may be made on a semiannual non-pro rata basis (assuming a 360-day year consisting with other Series of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Variable Funding Notes.

Optional Redemption. The Securities are redeemable at Borrower will have the Company’s electionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, at any time and from time to time. If the Company redeems the Securities prior by paying to the First Par Call Date, the Company will pay Holder a redemption price sum of money in cash equal to the greater of: one hundred and twenty percent (1120%) 100% of the principal Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) business days after the date of the Securities to Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, must be redeemed then outstanding; and given on the first business day following twenty (220) as determined by an Independent Investment Banker, the sum consecutive trading days (“Lookback Period”) during which all of the present values Equity Conditions have been in effect. A Notice of the remaining scheduled payments of principal and interest on the Securities Redemption shall not be effective with respect to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, Redemption may be given only in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal connection with an amount of Common Stock that would not exceed the Securities to be redeemed plus accrued interest to Beneficial Ownership Limitation. On the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Redemption Payment Date, the accrued and unpaid interestRedemption Amount, if anyless any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the person in whose name Holder. In the Security is registered at event the close Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of business on such Regular Record Date. The Company shall mail or cause Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be mailed a notice non-curable Event of redemption at least 15 days, but not more than 60 days, before Default. In the redemption date to each Holder of event the Securities Equity Conditions cease to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days in effect prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingRedemption Amount, the following terms have Holder may cancel the following meanings:Notice of Redemption.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 25 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:

Optional Redemption. The Securities are redeemable at In the event that as a result of any change in, or amendments to, any laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein) or any change in, or amendments to, an official position regarding the application of such laws, regulations or rulings, which change or amendment is announced or becomes effective thereunder after January 9, 2001, the Company has become or, based upon a written opinion of independent counsel selected by the Company’s election, will become obligated to pay, with respect to a series of Securities, any Additional Amounts, the Company may redeem, in whole or in partaccordance with this Article Eleven, all, but not less than all, the Securities of such series at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) at 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Bankerthereof, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus together with accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interestthereon, if any, to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest on the relevant Interest Payment Date). SECTION 14. For the sole benefit of the Holders of the 2006 Senior Notes, a new Section 1108 shall be paid added to the person Indenture and, for the sole benefit of the Holders of the 2010 Senior Notes and Senior Debentures, the Fourth Supplemental Indenture shall be amended to add a new Section 11A which shall add a new Section 1108 to the Indenture as follows: (a) Exchange Notes or Exchange Debentures may from time to time be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and deliver said Exchange Notes or Exchange Debentures, upon cancellation of an equal amount of Restricted Securities tendered in whose name exchange, upon a Company Order without further action by the Security is registered at Company. (b) No exchange of 2006 Senior Notes, 2010 Senior Notes or Senior Debentures for Exchange Notes or Exchange Debentures, as the close case may be, shall occur until a Registration Statement shall have been declared effective by the Commission and any 2006 Senior Notes, 2010 Senior Notes or Senior Debentures that are exchanged for Exchange Notes or Exchange Debentures shall be cancelled by the Trustee. SECTION 15. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIFTH SUPPLEMENTAL INDENTURE. SECTION 16. This Fifth Supplemental Indenture may be executed in any number of business on such Regular Record Date. The Company counterparts, each of which when so executed shall mail or cause be deemed to be mailed a notice of redemption at least 15 daysan original, but not more than 60 dayssuch counterparts shall together constitute but one and the same instrument. SECTION 17. Except as herein amended with respect to the 2006 Senior Notes, before 2010 Senior Notes and the redemption date to each Holder of the Securities to be redeemed at its registered addressSenior Debentures, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction all applicable terms, conditions and discharge provisions of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults , as supplemented, shall continue in payment of the redemption price, on full force and after the redemption date, interest effect and shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:remain binding and enforceable in accordance with their respective terms.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of redeeming any time and from time to time. If the Company redeems the Securities prior outstanding Notes ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100110% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum portion of the present values of Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the remaining scheduled payments of principal and interest Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder ("Notice of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior Redemption) is given to a redemption date if the notice is issued Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with a defeasance portion of a Note for which notice of conversion has been given by the Subscriber. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless Company stating that the Company defaults has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in payment of good funds to the redemption price, on and Subscriber no later than the fifth (5th) business day after the redemption dateRedemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, interest shall cease then the Redemption Notice will be null and void and the Company will thereafter have no further right to accrue on effect an Optional Redemption, and at the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingSubscription's election, the following terms have Redemption Amount will be deemed a Mandatory Redemption Payment and the following meanings:Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date.

Optional Redemption. The Securities are redeemable Company may, at the Company’s election, in whole or in partits option, at any time and from time to time. If , and so long as the Company redeems Optional Redemption Conditions are satisfied on the Securities prior Optional Redemption Notice Date and each Trading Day of the Optional Redemption Period, deliver a written notice (a “Optional Redemption Notice” and the date that such Optional Redemption Notice is delivered the “Optional Redemption Notice Date”) to the First Par Call Holder of its election (which may be made contingent on the consummation of any other transaction, but which is otherwise irrevocable) to redeem all, but not less than all, of the Notes for an amount in cash equal to the Early Redemption Amount on the date that is 20 Trading Days after the Optional Redemption Notice Date (such 20 Trading Day period the “Optional Redemption Period” and such date of payment specified by the Company, the “Optional Redemption Date”). The Optional Redemption Notice shall include a certification that the Optional Redemption Conditions are satisfied. On the Optional Redemption Date, subject to the consummation of any other transaction on which the Optional Redemption Notice was made contingent, the Company will pay a redemption price shall deliver an amount in cash to the Holder equal to the greater of: (1) 100% Early Redemption Amount by wire transfer of immediately available funds. Notwithstanding the foregoing, if on any Trading Day during the Optional Redemption Period any of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment BankerOptional Redemption Conditions is not satisfied, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued Holder may, at its option, send a written notice to the date Company voiding the Optional Redemption Notice ab initio. For the avoidance of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Datedoubt, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. honor all Notices of redemption may not be conditional. Unless Conversion delivered at any time, and from time to time, during the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Optional Redemption Notice Period.

Optional Redemption. The Securities are redeemable (a) Prior to the Applicable Par Call Date, the Company may at its option redeem the Company’s electionNotes of a series, in whole or in part, at any time and or from time to time. If , at a Redemption Price in respect of the Company redeems the Securities prior Notes to the First Par Call Date, the Company will pay a redemption price be redeemed equal to the greater ofof the following amounts, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date therefor: (1i) 100% of the aggregate principal amount of the Securities to be such Notes being redeemed then outstandingon such Optional Redemption Date; and (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be such Notes being redeemed that would be due if the series of such Securities Notes to be redeemed matured on the First Applicable Par Call Date (not including any portion of such payments of interest accrued to the date of redemptionsuch Optional Redemption Date) discounted to the redemption date such Optional Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted applicable Treasury Rate, Rate plus 20 basis points; plus, in either the Applicable Spread for the series of the above cases, accrued and unpaid interest to the date of redemption on the Securities such Notes to be redeemed. If the Company redeems the Securities on or . (b) On and after the First Applicable Par Call Date, the Company will pay may at its option redeem the Notes of a redemption price series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of the Securities to be redeemed such Notes being redeemed, plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interestinterest thereon, if any, shall to, but excluding, the Optional Redemption Date therefor. (c) If the Company redeems Notes of a series at its option, then (a) notwithstanding the foregoing (and without duplication), installments of interest on the Notes of such series that are due and payable on any Interest Payment Date falling on or prior to an Optional Redemption Date for the Notes of such series will be paid payable on that Interest Payment Date to the person in whose name the Security is registered at Holders thereof as of the close of business on such the Regular Record Date immediately preceding such Interest Payment Date. The Company shall mail or cause , according to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder terms of the Securities to Notes of such series and the Indenture and (b) the Redemption Price for such Notes will, if applicable, be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue calculated on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes basis of the foregoing, the following terms have the following meanings:a 360-day year consisting of twelve 30-day months.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be redeemed then outstandingNotes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 25 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to, but excluding, the Redemption Date (subject to the redemption date. right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:.

Optional Redemption. The Securities are redeemable at Company shall have the Company’s electionright, in whole its ------------------- sole discretion, to redeem (an "Optional Redemption") all or in parta portion of the aggregate amount of principal of this Note, at together with accrued but unpaid interest thereon, as follows: (i) If on the date of delivery of any time and from time to time. If Exchange Notice the Company redeems Exchange Price for BLCI Stock is less than the Securities prior to the First Par Call DateFloor Exchange Price, the Company will pay a redemption price equal shall have the right to the greater of: (1) 100% effect an Optional Redemption of the principal amount of the Securities amount, and accrued interest thereon, sought to be redeemed then outstanding; and (2) exchanged by the Holder as determined by an Independent Investment Bankerof such Exchange Date, at the sum of the present values of the remaining scheduled payments of principal and interest Optional Redemption Price therefor on the Securities date ten (10) days after the proposed Exchange Date, or first business day thereafter (an "Optional Redemption Date" with respect to be redeemed that would be due if an Exchange Date). The Company must exercise its right to effect such Securities matured Optional Redemption by written notice thereof given to the Holder, on or before 8:00 p.m., New York time, on the First Par Call Date (not including any portion of such payments of interest accrued to next business day following the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting delivery of twelve 30-day months) at the Adjusted Treasury Ratesuch Exchange Notice. Notice of such Optional Redemption, plus 20 basis points; plusonce given, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If shall obligate the Company redeems to make the Securities on or after the First Par Call DateOptional Redemption specified therein. (ii) If a Standstill Period continues for more than ninety (90) days, the Company will pay a redemption price equal shall have the right to 100% effect an Optional Redemption of the unpaid principal amount of this Note at the Securities Optional Redemption Price therefor on the date ten (10) days after the delivery of written notice to such effect, or first business day thereafter (an "Optional Redemption Date" with respect to a Standstill Period); provided, that the Purchaser shall be redeemed plus accrued interest entitled to receive as Exchange Shares, calculated at the Exchange Price therefor, as Purchaser may be eligible to purchase on such date, with a pro tanto reduction in the Optional Redemption Price payable on such date. The Company must exercise its right to effect such Optional Redemption by written notice thereof given to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and Holder, on or before 8:00 p.m., New York time, within ten (10) business days following the related Interest Payment Datetermination of such 90 day period. Notice of such Optional Redemption, the accrued and unpaid interest, if anyonce given, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless obligate the Company defaults in payment of to make the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Optional Redemption specified therein.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to Maturity (the First Par Call Datedate of such redemption, the Company “Redemption Date”). The Redemption Price will pay a redemption price be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) Remaining Scheduled Payments, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Adjusted Treasury Rate, Rate plus 20 basis points; points (such sum to be calculated as set forth in the Indenture), plus, in either the case of the above cases(i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the date registered Holders as of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such the relevant Regular Record Date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. The Company shall mail or cause If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed a notice of redemption at least 15 days, 30 days but not more than 60 days, days before the redemption date Redemption Date to each Holder of the Securities Notes to be redeemed redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the time the notice is issued given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in connection with a defeasance the Indenture, shall be set forth in an Officer’s Certificate of the Securities or a satisfaction and discharge Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture. Notices of redemption may not be conditional. Unless , the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities Notes called for redemption shall become due and payable on the date fixed for redemption. For purposes of Redemption Date and at the foregoing, the following terms have the following meanings:applicable Redemption Price.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at At any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of: of (1i) 100% of the principal amount of the Securities to be redeemed then outstanding; and Notes being redeemed, and (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities Notes to be redeemed that would be due if such Securities notes matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued to as of the date of redemptionRedemption Date) discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Reinvestment Rate plus 20 30 basis points; , plus, in either of the above caseseach 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 date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call corresponding Interest Payment Date, the Company will pay a redemption price the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of 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 100% of the principal amount of the Securities 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. If all or less than all of the Notes are to be redeemed plus accrued interest at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption date. If prior to the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Par Call Date, the accrued Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and unpaid interestif the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, if any, such notice from the Company shall be paid given to the person Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in whose name such notice of redemption. The Trustee shall have no responsibility for calculating the Security is registered Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a the day of mailing the relevant notice of redemption at least 15 daysredemption; or (ii) register the transfer of or exchange any Note, but not more than 60 daysor portion thereof, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on , except the date fixed for redemption. For purposes unredeemed portion of the foregoing, the following terms have the following meanings:any Note being redeemed in part.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of redeeming ------------------- any time and from time to time. If the Company redeems the Securities prior outstanding Note ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100125% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum portion of the present values of Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the remaining scheduled payments of principal and interest Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at least 15 daysall, but not more than 60 days, before the redemption date to each Holder within two hours of the Securities delivery to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to the Company by facsimile of a redemption date if the notice is issued Conversion Notice but only in connection with a defeasance portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in Section 2.1(b)(ii) of the Securities Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or a satisfaction and discharge all of the IndentureNote principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. Notices A Notice of redemption 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 Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease used to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:effect an Optional Redemption.

Optional Redemption. The Securities are redeemable at Commencing six (6) months after the Company’s electionoriginal Issue Date of this Note, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, at any time by paying to the Holder a sum of money in cash equal to one hundred and from time twenty-five percent (125%) of the Principal amount to time. If be redeemed (or, if the Company redeems average VWAP of the Securities Common Stock for the ten trading days immediately prior to the First Par Call Datedate the Notice of Redemption is given is $5.00 or more, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal Principal amount to be redeemed), together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption Amount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than fifteen (15) Trading Days after the date of the Securities to Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be redeemed then outstanding; and given on the first Trading Day following ten (210) as determined by an Independent Investment Banker, consecutive Trading Days (the sum “Lookback Period”) during which all of the present values Equity Conditions have been in effect (other than the requirement to obtain the Stockholder Approval). A Notice of the remaining scheduled payments of principal and interest on the Securities Redemption shall not be effective with respect to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of the Principal Amount or interest accrued for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the date of redemption) discounted to Holder during the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at Redemption Period. On the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Redemption Payment Date, the accrued and unpaid interestRedemption Amount, if anyless any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights (whether before or after the giving of the Notice of Redemption), shall be paid in good funds to the person in whose name Holder. In the Security is registered at event the close Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of business on such Regular Record Date. The Company shall mail or cause Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be mailed a notice non-curable Event of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Default.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be redeemed then outstandingNotes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 45 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to, but excluding, the Redemption Date (subject to the redemption date. right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the First Par Call registered address of each Holder of the Notes (the “Redemption Date, the Company will pay a ”). The redemption price will be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Securities to be redeemed thereon that would be due if after the related Redemption Date but for such Securities matured on the First Par Call Date (not including any portion of such payments redemption, exclusive of interest accrued to and unpaid to, but not including, the date of redemption) Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Adjusted Treasury Rate, Rate plus 20 basis points; points (such sum to be calculated as set forth in the Indenture), plus, in either the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the above cases, accrued and unpaid interest close of business on the relevant record date according to the date of redemption Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Securities Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. If Such notice shall state the Company redeems Redemption Price (if known) or the Securities on or after formula pursuant to which the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities Redemption Price is to be redeemed plus accrued interest to determined if the redemption dateRedemption Price cannot be determined at the time the notice is given. If the Company selects a Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption date that is having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on or after a Regular Record the Redemption Date and on or before at the related Interest Payment Dateapplicable Redemption Price, the plus accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysto, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingincluding, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the First registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before May 15, 2029 (the “Par Call Date”), the Company will pay a redemption price will be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Securities to be redeemed thereon that would be due if after the related Redemption Date but for such Securities matured redemption (assuming, for this purpose, that the Notes mature on the First Par Call Date (not including any portion of such payments Date), exclusive of interest accrued to and unpaid to, but not including, the date of redemption) Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Adjusted Treasury RateRate plus 35 basis points (such sum to be calculated as set forth in the Indenture), plus 20 basis points; plus, in either the case of the above cases(i) or (ii), accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemedRedemption Date. If the Company redeems the Securities At any time on or after the First Par Call Date, the Company will pay Issuer may redeem Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Securities Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed plus on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption dateshall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Company selects a Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption date that is having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on or after a Regular Record the Redemption Date and on or before at the related Interest Payment Dateapplicable Redemption Price, the plus accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysto, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingincluding, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be Notes being redeemed then outstandingplus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 40 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to, but excluding, the Redemption Date (subject to the redemption date. right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes . (d) If less than all of the foregoingNotes are to be redeemed, the following terms have Trustee shall authenticate for the following meanings:Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be Notes being redeemed then outstandingplus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 25 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to, but excluding, the Redemption Date (subject to the redemption date. right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes . (d) If less than all of the foregoingNotes are to be redeemed, the following terms have Trustee shall authenticate for the following meanings:Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Securities are redeemable at Commencing six (6) months after the Company’s electionoriginal Issue Date of this Note, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, at any time and from time to time. If the Company redeems the Securities prior by paying to the First Par Call Holder a sum of money in cash equal to one hundred percent (100%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the Company will pay “Redemption Amount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a redemption price equal to date certain not sooner than thirty (30) Trading Days after the greater of: (1) 100% date of the principal amount 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 Securities Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, Redemption may be given only in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal connection with an amount of Common Stock that would not exceed the Securities to be redeemed plus accrued interest to Beneficial Ownership Limitation. On the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Redemption Payment Date, the accrued and unpaid interestRedemption Amount, if anyless 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 person in whose name Holder. In the Security is registered at event the close Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of business on such Regular Record Date. The Company shall mail or cause Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be mailed a notice non-curable Event of redemption at least 15 days, but not more than 60 days, before Default. In the redemption date to each Holder of event the Securities Equity Conditions cease to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days in effect prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingRedemption Amount, the following terms have Holder may cancel the following meanings:Notice of Redemption.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the First Par Call registered address of each Holder of the Notes (the “Redemption Date, the Company will pay a ”). The redemption price will be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Securities to be redeemed thereon that would be due if after the related Redemption Date but for such Securities matured on the First Par Call Date (not including any portion of such payments redemption, exclusive of interest accrued to and unpaid to, but not including, the date of redemption) Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Adjusted Treasury RateRate plus 15 basis points (such sum to be calculated as set forth in the Indenture), plus 20 basis points; plus, in either the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the above cases, accrued and unpaid interest close of business on the relevant record date according to the date of redemption Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Securities Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. If Such notice shall state the Company redeems Redemption Price (if known) or the Securities on or after formula pursuant to which the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities Redemption Price is to be redeemed plus accrued interest to determined if the redemption dateRedemption Price cannot be determined at the time the notice is given. If the Company selects a Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption date that is having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on or after a Regular Record the Redemption Date and on or before at the related Interest Payment Dateapplicable Redemption Price, the plus accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysto, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingincluding, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable Senior Notes will be redeemable, at the option of the Company’s election, in whole or in part, at any time and or in part from time to time. If the Company redeems the Securities prior to the First Par Call time (a “Redemption Date”), the Company will pay at a redemption price (the “Redemption Price”) equal to the greater of: of (1i) 100% of the principal amount of the Securities Senior Notes to be redeemed then outstanding; and or (2ii) as determined by an Independent Investment Banker, amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Securities Senior Notes to be redeemed that would be due if such Securities matured on the First Par Call Date (redeemed, not including any portion of such the payments of interest accrued to the date as of redemption) such Redemption Date, discounted to the redemption date such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points, as calculated by an Independent Investment Banker; plus, plus in either of the above caseseach case, accrued and unpaid interest on the Senior Notes to be redeemed to, but excluding, such Redemption Date. If the Company has given notice as provided in the Original Indenture and made funds available for the redemption of any Senior Notes called for redemption on the Redemption Date referred to in that notice, those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the date fixed for redemption will be paid as specified in such notice. The Company will give written notice of any redemption of any Senior Notes to Holders of the Senior Notes to be redeemed at their addresses, as shown in the Security Register for the Senior Notes, at least 30 days and not more than 60 days prior to the date fixed for redemption. The notice of redemption on will specify, among other items, the Securities date fixed for redemption, the redemption price and the aggregate principal amount of the Senior Notes to be redeemed. If the Company redeems chooses to redeem less than all of the Securities on or after the First Par Call DateSenior Notes, the Company will pay a redemption price equal to 100% of the principal amount of the Securities particular Senior Notes to be redeemed plus accrued interest shall be selected by the Trustee not more than 45 days prior to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Redemption Date. The Company Trustee will select the method in its sole discretion, in such manner as it shall mail or cause to be mailed a notice of redemption at least 15 daysdeem appropriate and fair, but not more than 60 days, before for the redemption date to each Holder of the Securities Senior Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:part.

Optional Redemption. The Securities are redeemable redeemable, at the option of the Company’s election, in whole or in part, at any time and prior to maturity in whole or from time to time. If time in part, on a date fixed by the Company redeems for such redemption (the Securities “Redemption Date”) and at a price (the “Redemption Price”) equal to 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 paid pursuant to the immediately following paragraph. However, if the Redemption Date is after a Regular Record Date and on or prior to the First Par Call corresponding Interest Payment Date, the Company interest will pay a redemption price equal be paid on the Redemption Date to the greater of: (1) 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 be redeemed then outstanding; and 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 in the definition thereof. The amount of the Make-Whole Premium is equal to the excess, if any, of: (2i) as determined by an Independent Investment Banker, the sum of the present values values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Securities matured on Redemption Date is not an Interest Payment Date, the First Par Call Date (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) 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 of that each payment would have been payable, but for the redemption) discounted , to the redemption date Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Adjusted Treasury Rate, Rate (as defined below) plus 20 50 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be Notes being redeemed then outstandingplus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 30 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or and after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to the redemption date. 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). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes . (d) If less than all of the foregoingNotes are to be redeemed, the following terms have Trustee shall authenticate for the following meanings:Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Securities are redeemable at the Company’s election, Notes may be redeemed in whole or in part, part at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% option of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities Issuer on or after January 19, 2018 (such redemption, an “Optional Redemption”) at a price (the First Par Call Date, the Company will pay a redemption price “Optional Redemption Price”) payable in cash and equal to 100% of the principal amount of the Securities to be redeemed Notes plus accrued interest to and unpaid interest, including Additional Interest, if any, to, but excluding, the redemption date. If Optional Redemption Date, or, in the Company selects case of a redemption 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 on or after a Regular Record Date and on or before prior to the related corresponding Interest Payment Date, the accrued interest payable in respect of such Interest Payment Date shall not be payable to Holders of the Notes to whom the principal amount of the Notes being redeemed pursuant to the Optional Redemption is paid, 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 and unpaid interest, if any, shall interest thereon has been or is simultaneously paid (or will be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before next Interest Payment Date in accordance with the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, immediately preceding sentence) for all semi-annual interest shall cease to accrue on the Securities periods or portions thereof called for redemption. Securities called for redemption become due on terminating prior to the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be Notes being redeemed then outstandingplus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 25 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to, but excluding, the Redemption Date (subject to the redemption date. right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes . (d) If less than all of the foregoingNotes are to be redeemed, the following terms have Trustee shall authenticate for the following meanings:Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be Notes being redeemed then outstandingplus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 30 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or and after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to the redemption date. 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). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:.

Optional Redemption. The Securities are redeemable at Borrower will have the Company’s electionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, at any time and from time to time. If the Company redeems the Securities prior by paying to the First Par Call Holder a sum of money in cash equal to one hundred and fifty percent (150%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the Company will “Redemption Amount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the Optional Redemption (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a redemption price equal to date certain not sooner than twenty (20) Trading Days after the greater of: (1) 100% date of the principal amount 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 Securities to be redeemed then outstanding; and Equity Conditions [until six months after the Original Issue Date, except for part (2c) as determined by an Independent Investment Banker, the sum and (i) of the present values definition of the remaining scheduled payments Equity Conditions] have been in effect. A Notice of principal and interest on the Securities Redemption shall not be effective with respect to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, Redemption may be given only in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal connection with an amount of Common Stock that would not exceed the Securities to be redeemed plus accrued interest to Beneficial Ownership Limitation. On the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Redemption Payment Date, the accrued and unpaid interestRedemption Amount, if anyless any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the person in whose name Holder. In the Security is registered at event the close Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of business on such Regular Record Date. The Company shall mail or cause Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be mailed a notice non-curable Event of redemption at least 15 days, but not more than 60 days, before Default. In the redemption date to each Holder of event the Securities Equity Conditions cease to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days in effect prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingRedemption Amount, the following terms have Holder may cancel the following meanings:Notice of Redemption.

Optional Redemption. The Securities are redeemable at the Company’s election, This Note may be redeemed in whole or in partpart upon not less than 30 nor more than 60 days' notice, at any time and from time to time. If the Company redeems the Securities time prior to the First Par Call DateStated Maturity, at the option of the Company will pay a at the redemption price equal to the greater of: (1) 100% of the $1,000 per $1,000 principal amount of Notes, plus any interest accrued but not paid prior to (but not including) the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment BankerOptional Redemption Date, the sum if both of the present values following have occurred: (i) payment in full by the Company of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not Non-Convertible Notes including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above caseswithout limitation, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and but unpaid interest, if anypre-payment penalties, shall be paid to fees or other expenses due thereunder and (ii) the person in whose name the Security is registered at the close of business on such Regular Record New Conversion Rights Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in the payment of the redemption price, on and after the redemption dateRedemption Price, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemptionredemption on the applicable Redemption Date. Securities If fewer than all the Notes are to be redeemed, 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 respect to the portion of the Note so selected, the converted portion of such Note shall be deemed to be the portion selected for redemption (provided, however, that the Holder of such Note so converted 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 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 the purpose of such selection. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption become due on redemption, unless the date fixed for redemption. For purposes Company defaults in the payment of the foregoing, Redemption Price and accrued and unpaid interest. Notice of redemption will be given by the following terms have Company to the following meanings:Holders as provided in the Indenture.

Optional Redemption. The Securities are redeemable at (a) Subject to Section 1.02 hereof, the Company’s electionprovisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes. (b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price Redemption Price equal to the greater of: of (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstanding; and or (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) Remaining Scheduled Payments, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the Adjusted Treasury Rate, Rate plus 20 35 basis points; , plus, in either the case of the above caseseach of clause (i) or (ii), accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemed. If the Company redeems the Securities Redemption Date for such Notes. (c) At any time on or after the First Par Call Date, Notes shall be redeemable, in whole or in part, at the Company will pay Company’s election, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Securities Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. (d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes 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 relevant Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed plus on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. (e) Notice of any redemption dateshall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Company selects a Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption date that is having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on or after a Regular Record the Redemption Date and on or before at the related Interest Payment Dateapplicable Redemption Price, the plus accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysto, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingincluding, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable At any time prior to July 1, 2020, the Issuer may redeem the Notes at the Company’s electionits option, in whole or from time to time in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including Redemption Price. At any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities time on or after the First Par Call DateJuly 1, 2020, the Company Notes will pay be redeemable at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed plus accrued interest thereon to the redemption dateRedemption Date. If notice of redemption has been given as provided in the Company selects a 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 that is on or fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after a Regular Record the Redemption Date and on or before will be to receive payment of the related Interest Payment DateRedemption 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 accrued Redemption Price and unpaid interestthe principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of 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 anythe 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 paid given to the person Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in whose name such notice of redemption. The Trustee shall have no responsibility for calculating the Security is registered Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Issuer nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a the day of mailing the relevant notice of redemption at least 15 daysredemption; or (ii) register the transfer of or exchange any Note, but not more than 60 daysor portion thereof, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on , except the date fixed for redemption. For purposes unredeemed portion of the foregoing, the following terms have the following meanings:any Note being redeemed in part.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be redeemed then outstandingNotes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 40 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to, but excluding, the Redemption Date (subject to the redemption date. right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the First registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the Company will pay a redemption price will be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Securities to be redeemed thereon that would be due if after the related Redemption Date but for such Securities matured redemption (assuming, for this purpose, that the Notes mature on the First Par Call Date (not including any portion of such payments Date), exclusive of interest accrued to and unpaid to, but not including, the date of redemption) Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Adjusted Treasury Rate, Rate plus 20 basis points; points (such sum to be calculated as set forth in the Indenture), plus, in either the case of the above cases(i) or (ii), accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemedRedemption Date. If the Company redeems the Securities At any time on or after the First Par Call Date, the Company will pay Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Securities Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed plus on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption dateshall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Company selects a Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption date that is having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on or after a Regular Record the Redemption Date and on or before at the related Interest Payment Dateapplicable Redemption Price, the plus accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysto, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingincluding, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be Notes being redeemed then outstandingplus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 45 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to, but excluding, the Redemption Date (subject to the redemption date. right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes . (d) If less than all of the foregoingNotes are to be redeemed, the following terms have Trustee shall authenticate for the following meanings:Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to Maturity (the First Par Call Datedate of such redemption, the Company “Redemption Date”). The Redemption Price will pay a redemption price be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) Remaining Scheduled Payments, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Adjusted Treasury RateRate plus 25 basis points (such sum to be calculated as set forth in the Indenture), plus 20 basis points; plus, in either the case of the above cases(i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the date registered Holders as of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such the relevant Regular Record Date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. The Company shall mail or cause If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed a notice of redemption at least 15 days, 30 days but not more than 60 days, days before the redemption date Redemption Date to each Holder of the Securities Notes to be redeemed redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the time the notice is issued given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in connection with a defeasance the Indenture, shall be set forth in an Officer’s Certificate of the Securities or a satisfaction and discharge Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture. Notices of redemption may not be conditional. Unless , the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities Notes called for redemption shall become due and payable on the date fixed for redemption. For purposes of Redemption Date and at the foregoing, the following terms have the following meanings:applicable Redemption Price.

Optional Redemption. The Securities are redeemable at Commencing on the Company’s electionoriginal Issue Date of this Note, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, at any time and from time to time. If the Company redeems the Securities prior by paying to the First Par Call Holder a sum of money in cash equal to one hundred and twenty-five percent (125%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the Company will pay “Redemption Amount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a redemption price equal to date certain not sooner than thirty (30) Trading Days after the greater of: (1) 100% date of the principal amount 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 Securities Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, Redemption may be given only in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal connection with an amount of Common Stock that would not exceed the Securities to be redeemed plus accrued interest to Beneficial Ownership Limitation. On the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Redemption Payment Date, the accrued and unpaid interestRedemption Amount, if anyless any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the person Holder. If during the Redemption Period, Borrower announces or engages in whose name a Fundamental Transaction, the Security is registered Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the close event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of business on such Regular Record DateRedemption will be null and void, and (ii) Borrower will have no right to deliver another Notice of Redemption. The Company shall mail or cause In the event the Equity Conditions cease to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days in effect prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingRedemption Amount, the following terms have Holder may cancel the following meanings:Notice of Redemption.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at any time option of redeeming the Note and from time to time. If the Company redeems the Securities prior Put Notes ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price equal to the greater of: (1) 100% sum of money determined by multiplying the principal amount of the Securities Note or Put Note by 130% together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be redeemed then outstanding; and given in connection with any portion of Note or Put Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within three (23) as determined by an Independent Investment Banker, business days after receipt of a Notice of Redemption to give the sum Company Notice of Conversion in connection with some or all of the present values of the remaining scheduled payments of Note and Put Note principal and interest which was the subject of the Notice of Redemption. 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 the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued deposit and segregated ready funds equal to the date of redemption) discounted Redemption Amount. The Redemption Amount must be paid in good funds to the redemption date on a semiannual basis (assuming a 360-Subscriber no later than the sixth business day year consisting of twelve 30-day months) at after the Adjusted Treasury Rate, plus 20 basis points; plus, in either of Redemption Date. In the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If event the Company redeems fails to pay the Securities on or after Redemption Amount by such date, then the First Par Call Date, Redemption Notice will be null and void and the Company will pay a redemption price equal thereafter have no further right to 100% effect an Optional Redemption. Such failure will also be deemed an Event of Default under the principal amount Note and Put Note. Any Notice of the Securities Redemption must be given to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date all holders of Notes and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a defeasance Redemption Date. 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) the Company Shares issuable upon conversion of the Securities or full outstanding Note and Put Note principal are included in a satisfaction and discharge registration statement effective as of the Indenture. Notices of redemption may not be conditional. Unless Redemption Date and the Company defaults in payment average closing price of the redemption price, on and after the redemption date, interest shall cease to accrue common stock on the Securities or portions thereof called Principal Market for redemption. Securities called for redemption become due the twenty-two (22) consecutive trading days prior to the Redemption Date is not less than 300% of the Conversion Price in effect on the date fixed for redemptionRedemption Date and the daily trading volume during such period is not less than 600,000 Common Shares per day. For purposes Only one Notice of Redemption may be given to the foregoing, the following terms have the following meanings:Subscriber.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the First Par Call registered address of each Holder of the Notes (the “Redemption Date, the Company will pay a ”). The redemption price will be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Securities to be redeemed thereon that would be due if after the related Redemption Date but for such Securities matured on the First Par Call Date (not including any portion of such payments redemption, exclusive of interest accrued to and unpaid to, but not including, the date of redemption) Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Adjusted Treasury RateRate plus 25 basis points (such sum to be calculated as set forth in the Indenture), plus 20 basis points; plus, in either the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the above cases, accrued and unpaid interest close of business on the relevant record date according to the date of redemption Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Securities Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. If Such notice shall state the Company redeems Redemption Price (if known) or the Securities on or after formula pursuant to which the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities Redemption Price is to be redeemed plus accrued interest to determined if the redemption dateRedemption Price cannot be determined at the time the notice is given. If the Company selects a Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption date that is having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on or after a Regular Record the Redemption Date and on or before at the related Interest Payment Dateapplicable Redemption Price, the plus accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysto, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingincluding, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of redeeming any time and from time to time. If the Company redeems the Securities prior ------------------- outstanding Note ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100125% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum portion of the present values of Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the remaining scheduled payments of principal and interest Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at least 15 daysall, but not more than 60 days, before the redemption date to each Holder within two hours of the Securities delivery to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to the Company by facsimile of a redemption date if the notice is issued Conversion Notice but only in connection with a defeasance portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in Section 2.1(b)(ii) of the Securities Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or a satisfaction and discharge all of the IndentureNote principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. Notices A Notice of redemption 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 Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease used to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:effect an Optional Redemption.

Optional Redemption. The Securities are redeemable At any time prior to March 15, 2022, the Company may redeem the Notes at the Company’s electionits option, in whole or from time to time in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including Redemption Price. At any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities time on or after the First Par Call DateMarch 15, 2022, the Company Notes will pay be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed plus accrued interest thereon to the redemption dateRedemption 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. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company selects a will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Company shall give the Trustee notice of the Make-Whole Amount 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 Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date that is on or after a Regular Record Date and on or before the related Interest Payment Dateof redemption, the accrued and unpaid interest, if any, Notes to be redeemed in part. Neither the Company nor the Trustee shall be paid required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to the person in whose name the Security is registered be redeemed and ending at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a the day of mailing the relevant notice of redemption at least 15 daysredemption; or (ii) register the transfer of or exchange any Note, but not more than 60 daysor portion thereof, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on , except the date fixed for redemption. For purposes unredeemed portion of the foregoing, the following terms have the following meanings:any Note being redeemed in part.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the First registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before November 10, 2025 (the “Par Call Date”), the Company will pay a redemption price will be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Securities to be redeemed thereon that would be due if after the related Redemption Date but for such Securities matured redemption (assuming, for this purpose, that the Notes mature on the First Par Call Date (not including any portion of such payments Date), exclusive of interest accrued to and unpaid to, but not including, the date of redemption) Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Adjusted Treasury RateRate plus 15 basis points (such sum to be calculated as set forth in the Indenture), plus 20 basis points; plus, in either the case of the above cases(i) or (ii), accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemedRedemption Date. If the Company redeems the Securities At any time on or after the First Par Call Date, the Company will pay Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Securities Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed plus on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption dateshall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Company selects a Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption date that is having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on or after a Regular Record the Redemption Date and on or before at the related Interest Payment Dateapplicable Redemption Price, the plus accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysto, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingincluding, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable at Borrower will have the Company’s election, in whole or in part, at any time and from time to time. If option of redeeming the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the outstanding principal amount of the Securities Note ("Optional Redemption"), subject to the other payment provisions herein, by paying to the Purchaser 110% of such principal amount together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption (“Notice of Redemption”) is delivered to a Purchaser ("Redemption Date"). A Notice of Redemption may not be redeemed then outstanding; and given in connection with any portion of Note for which a Notice of Conversion has been given by the Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. The Purchaser may elect within five (25) as determined by an Independent Investment Banker, business days after receipt of a Notice of Redemption to give the sum Borrower a Notice of Conversion in connection with some or all of the present values of the remaining scheduled payments of Note principal and interest on which was the Securities subject of the Notice of Redemption. The Redemption Amount must be paid in good funds to be redeemed that would be due if such Securities matured on the First Par Call Purchaser no later than the seventh (7th) business day after the Redemption Date (not including any portion of such payments of interest accrued “Optional Redemption Payment Date”). In the event the Borrower fails to pay the date of redemption) discounted to Redemption Amount by the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Optional Redemption Payment Date, then the accrued Redemption Notice will be null and unpaid interestvoid. A Notice of Redemption may be given by the Borrower, if any, provided (i) no Event of Default as described in the Note shall have occurred or be paid to continuing; and (ii) the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder Note Shares issuable upon conversion of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to full outstanding Note principal are included for unrestricted resale in a redemption date if the notice is issued in connection with a defeasance registration statement effective as of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of redeeming any time and from time to time. If the Company redeems the Securities prior outstanding Notes ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100125% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum portion of the present values Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the remaining scheduled payments of Note principal and interest which was the subject of the Notice of Redemption. 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 Securities Redemption Amount. The Redemption Amount must be paid in good funds to be redeemed that would be due if such Securities matured on the First Par Call Subscriber not later than the fifth (5th) business day after the Redemption Date (not including any portion of such payments of interest accrued to "Optional Redemption Payment Date"). In the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If event the Company redeems fails to pay the Securities on or after Redemption Amount by the First Par Call Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will pay thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a redemption price equal to 100% Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal amount are included for unrestricted resale in a registration statement effective as of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Redemption Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption Note proceeds may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease used to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:effect an Optional Redemption.

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be Notes being redeemed then outstandingplus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 40 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to, but excluding, the Redemption Date (subject to the redemption date. right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes . (d) If less than all of the foregoingNotes are to be redeemed, the following terms have Trustee shall authenticate for the following meanings:Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Securities are redeemable Senior Notes shall be subject to ------------------- redemption at the Company’s electionoption of the Operating Partnership, in whole or in part, at any time time, and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay at a redemption price equal to the greater of: sum of (1i) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury RateSenior Notes being redeemed, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest thereon to the redemption date. If , and (ii) the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interestMake-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 be paid to the person in whose name the Security is registered at the close of business have been made available on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date referred to each Holder 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 Securities 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 redeemed given to Holders at its registered addresstheir addresses, except that redemption notices may be mailed as shown in the security register for the Senior Notes, not less than 30 nor more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes The notice of redemption shall specify, among other items, the Senior Notes to be redeemed, the Redemption Price and the principal amount of the foregoingSenior Notes held by such Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Operating Partnership, the following terms Operating Partnership will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their redemption date. The 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 $1,000 or in any integral multiple thereof; provided, that, in the case of a partial redemption, until the Private Placement -------- Legend shall have been removed therefrom, the following meaningsremaining principal amount of any Senior Notes owned by any Holder or beneficial owner shall not be less than $100,000. As used herein:

Optional Redemption. The Securities are redeemable at (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call DateCompany’s option, the Company will pay at a redemption price equal to the greater of: (1i) 100% of the principal amount of the Securities to be Notes being redeemed then outstandingplus accrued and unpaid interest thereon to, but excluding, the Redemption Date; andor (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the Securities to be such Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such the payments of interest accrued to the date as of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 20 30 basis points; plus, in either of the above cases, plus accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If principal amount of such Notes being redeemed to, but excluding, the Company redeems the Securities Redemption Date. (b) At any time on or and after the First Par Call Date, the Company will pay may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed redeemed, plus accrued interest and unpaid interest, if any, on the Notes to the redemption date. Redemption Date (subject to the right of Holders of record on the relevant ant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Company selects a redemption date that optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person Person in whose name the Security Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes . (d) If less than all of the foregoingNotes are to be redeemed, the following terms have Trustee shall authenticate for the following meanings:Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Securities are redeemable Company may prepay this Note at the Company’s electionany time, in whole or in part, at any time and from time to timewithout penalty or premium. If within six (6) months of the Company redeems the Securities prior to the First Par Call Datedate of issue of this Note, the Company will pay a redemption price equal prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the greater of: Holder arising under this Note, the Purchase Agreement or any other Related Agreement (1) 100% collectively, the “Redemption Amount”), upon receipt in full of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment BankerRedemption Amount in good funds, the sum Holder will rebate to Company fifty percent (50%) of any fees it received from the present values of the remaining scheduled payments of principal and interest Company on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted issue of this Note. The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date on a semiannual basis for such Optional Redemption (assuming a 360-day year consisting the “Redemption Payment Date”), which date shall be within ten (10) business days of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemedNotice of Redemption (the “Redemption Period”). If On the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Redemption Payment Date, the accrued and unpaid interest, if any, shall Redemption Amount must be paid in good funds to the person Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in whose name addition to this Note, are outstanding (collectively, the Security is registered at “Outstanding Notes”) and the close of business on such Regular Record Date. The Company pursuant to this Section 1.4 elects to make an Optional Redemption, then the Company shall mail or cause take the same action with respect to be mailed all Outstanding Notes and make such payments to all holders of Outstanding Notes on a notice pro rata basis based upon the Redemption Amount of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Outstanding Note.

Optional Redemption. The Securities are redeemable at Optional Redemption Price is payable in full on the Optional Redemption Date in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company’s election, in whole . If the Price Condition or in part, any of the Equity Conditions shall cease to be satisfied at any time and from time during the Optional Redemption Period, the Company shall provide the Holder a subsequent notice to timethat effect. If the Company redeems Price Condition or any Equity Condition fails to be satisfied (which failure is not waived in writing by the Securities prior Holder) between the applicable Optional Redemption Notice Date and any time through the applicable Optional Redemption Date, then at the option of the Holder the Optional Redemption shall be null and void with respect to all or any part designated by the Holder of the Warrants that were subject to the First Par Call Date, Optional Redemption and the Holder shall be entitled to all the rights under this Warrant. The Company covenants and agrees that it will pay a redemption price equal honor all Notices of Exercise tendered from the time of delivery of the Optional Redemption Notice through the date the Optional Redemption Price is due and paid in full. All purchase rights under this Warrant exercised by the Holder after the Optional Redemption Notice Date shall reduce the number of Warrants that are subject to the greater of: (1) 100% of the principal amount of the Securities Optional Redemption required to be redeemed then outstanding; and (2) as determined by on the Optional Redemption Date, unless the Holder otherwise indicates in the applicable Notice of Exercise. The Company's determination to effect an Independent Investment Banker, Optional Redemption shall be applied ratably to the sum Holder and all of the present values holders of the remaining scheduled payments of principal and interest Other Warrants based on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date their (not including any portion or their predecessor's) initial purchases of such payments of interest accrued Warrants or Other Warrants pursuant to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Purchase Agreement.

Optional Redemption. The Securities are redeemable Subject to the terms of the Indenture, the Company shall have the right, at the Company’s electionoption, in whole or in partduring the period beginning on November 8, 2011 and ending on May 8, 2014, at any time during such period, and from time to time. If time during such period, to redeem all or any part of the Company redeems the Securities prior to the First Par Call Date, the Company will pay Notes at a redemption price payable in Cash equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Redemption Price plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the 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 shall have made at least five semi-annual scheduled interest payments (including the interest payments on November 8, 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 8, 2014, at any time, and from time to time, to redeem all or any part of 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 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 business on a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid paid, on such interest payment date, to the person in whose name the Security is registered Holder of record of such Note (without any surrender of such Note by such Holder) at the close of business on such Regular Record Date. The Company record date, and the Holder surrendering such Note for redemption shall mail or cause receive only the Redemption Price and shall not be entitled to be mailed a notice of redemption at least 15 days, but not more than 60 days, before any such interest unless such Holder was also the redemption date to each Holder of record of such Note at the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance close of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, business on and after the redemption such record date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:.

Optional Redemption. The Securities of this series are redeemable subject to redemption, at the Company’s electionany time or from time to time, in as a whole or in part, at any time and from time to timethe election of the Company. If the Company redeems the Securities prior to the First Par Call Dateof this series are redeemed, the Company will pay a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) will equal to the greater of:: (1) (1a) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) thereon discounted to the redemption date (assuming the Securities matured on the 2030 Par Call Date) on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Rate plus 20 15 basis points; plus, in either of the above cases, points less (b) interest accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Dateredemption, the Company will pay a redemption price equal to and (2) 100% of the principal amount of the Securities (or portion of such Securities) being redeemed, plus, in either case, accrued and unpaid interest thereon to be but excluding the redemption date; provided, however, that if the Securities are redeemed on or after the 2030 Par Call Date, the redemption price will equal 100% of the principal amount of the Securities (or portion of such Securities) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. If Notwithstanding the foregoing, the Company selects will pay any interest installment due on a 2030 Notes Interest Payment Date which occurs on or prior to a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name Holders of the Security is registered at Securities as of the close of business on such the 2030 Notes Regular Record Date immediately preceding such 2030 Notes Interest Payment Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of calculate the redemption price. The Trustee shall have no responsibility to calculate, on and after determine or verify the redemption date, interest shall cease price or the Treasury Rate. The election to accrue on redeem the Securities may be evidenced by either a Board Resolution or portions thereof called an Officers’ Certificate. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes unredeemed portion hereof will be issued in the name of the foregoing, Holder hereof upon the following terms have the following meanings:cancellation hereof.

Optional Redemption. (i) The Securities are redeemable at Issuer has the Company’s electionright, but not the obligation, to redeem the Notes in whole or but not in part, at part on any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Payment Date (not including any portion of such payments of interest accrued to the date of redemptiona “Redemption Payment Date”) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call DatePayment Date on which the Note Balance (after giving effect to all payments, the Company will pay a redemption price equal to 100% if any, on that day) of all of the principal amount Notes is reduced to less than the Redemption Percentage of the Securities to be redeemed plus accrued interest to aggregate Note Balance of the redemption dateNotes Outstanding on the Closing Date. If the Company selects a Issuer, at the direction of the Depositor, as holder of the Owner Trust Certificate elects to redeem the Notes, it will cause the Issuer to notify the Holders for the Notes at least ten (10) days prior to the Redemption Payment Date. The redemption date that is price for the Notes will equal the Redemption Amount and shall be deposited by the Issuer into the Note Payment Account on or after a Regular Record the Business Day immediately preceding the Redemption Date and applied with Available Funds pursuant to Section 4.5. If the Issuer is unable to pay the Redemption Amount in full on or before the related Interest Payment Redemption Date, monthly payments on the Notes will thereafter be made until the aggregate Note Balance of the Notes Outstanding, plus all accrued and unpaid interest, if anyis paid in full or the Stated Maturity Date occurs, shall be paid whichever is earlier, subject to Article VII, Article VIII. (ii) In addition, the Depositor, as holder of the Owner Trust Certificate, may direct the Issuer to, upon five (5) Business Days’ prior written notice to the person in whose name Holders thereof, redeem any Outstanding Class A-2 Note on any Payment Date or Interim Payment Date on which the Security VFN Principal Balance thereof has been reduced to zero. (b) Notwithstanding the Issuer’s rights of optional redemption under clause (a) above, the Issuer shall redeem all of the Notes Outstanding on any date before or after the Expected Repayment Date, on which a Permitted Refinancing is registered at effected, the close proceeds of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption which at least 15 days, but not more than 60 days, before equal the redemption date Redemption Amount. (c) Subject to each Holder satisfaction of the Securities to be redeemed at its registered addressconditions in Section 2.1(c), except that redemption notices the Issuer may be mailed more than 60 days prior consent to a partial redemption date if of the notice is issued Notes on any Payment Date in connection with a defeasance Permitted Refinancing that does not generate the full Redemption Amount, by applying the proceeds of such Permitted Refinancing received during the Securities related Advance Collection Period with Available Funds pursuant to Section 4.5. (d) The Class B Notes and the Class C Notes may be repaid at any time using the proceeds of sales of new Notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue otherwise from sources other than collections on the Securities or portions thereof called for redemptionReceivables by the Issuer giving notice as set forth in Section 13.2. Securities called for redemption become due on It is understood and the date fixed for redemption. For purposes of Noteholders by signing this Agreement confirm that the foregoing, Class D Notes have been paid in full prior to the following terms have the following meanings:Effective Date.

Optional Redemption. The Securities are redeemable Notes may be redeemed at the CompanyIssuer’s election, option in whole or in partor, at any time and from time to time. If the Company redeems the Securities , in part prior to the First Maturity Date as follows: (a) If the Notes are redeemed before November 15, 2030, (the “Par Call Date, ”) the Company Notes will pay be redeemed at a redemption price Redemption Price equal to the greater of: (1i) 100% of the principal amount of the Securities Notes then outstanding to be redeemed then outstandingredeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; and (2ii) the sum, as determined by set forth in an Independent Investment BankerOfficers’ Certificate delivered to the Trustee, the sum of the present values of the remaining scheduled payments of principal of, and interest on on, the Securities Notes to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) Redemption Date), assuming such Notes matured on the Par Call Date, discounted to the redemption date Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted applicable Treasury RateRate plus 25 basis points, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemed. Redemption Date. (b) If the Company redeems the Securities Notes are redeemed on or after the First Par Call Date, the Company Notes will pay be redeemed at a redemption price Redemption Price equal to 100% of the principal amount of the Securities Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed plus accrued will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the redemption date. If date of such payment on the Company selects next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a redemption date that is on or after day in the next succeeding calendar year with respect to a Regular Record Date and on or before the related Interest Payment Redemption Date, the accrued and unpaid interest, if any, shall be paid to required payment of Redemption Price on the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities Notes to be redeemed at its registered address, except that redemption notices may shall be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue made on the Securities or portions thereof called for redemption. Securities called for redemption become due Business Day immediately preceding such Redemption Date on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:which payment was due.

Optional Redemption. The Securities are redeemable Notes may be redeemed, at the CompanyIssuer’s election, option in whole or in partor, at any time and from time to time. If the Company redeems the Securities , in in part, prior to the First Maturity Date as follows: (a) If the Notes are redeemed before November 15, 2029 (the “Par Call Date”), the Company Notes will pay be redeemed at a redemption price Redemption Price equal to the greater of: (1i) 100% of the principal amount of the Securities Notes then outstanding to be redeemed then outstandingredeemed; and (2ii) the sum, as determined by set forth in an Independent Investment BankerOfficers’ Certificate delivered to the Trustee, the sum of the present values of the remaining scheduled payments of principal of, and interest on on, the Securities Notes to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) Redemption Date), assuming such Notes matured on the Par Call Date, discounted to the redemption date Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted applicable Treasury Rate, Rate plus 20 25 basis pointspoints (the “Make-Whole Premium”); plus, in either of the above cases, plus any accrued and unpaid interest to the date of redemption on the Securities to be redeemed. principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Company redeems the Securities Notes are redeemed on or after the First Par Call Date, the Company Notes will pay be redeemed at a redemption price Redemption Price equal to 100% of the principal amount of the Securities to be redeemed Notes then outstanding being redeemed, plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interestinterest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, shall be paid to or interest on the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities Notes to be redeemed at its registered addresswill be made on the next succeeding Business Day as if made on the date on which such payment was due, except and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that redemption notices may be mailed more than 60 days prior with respect to a redemption date Redemption Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If notice is issued has been given in connection with a defeasance the manner provided in Section 1104 of the Securities or a satisfaction Indenture and discharge funds for the redemption of the Indenture. Notices Note or any part thereof called for redemption will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after the Redemption Date referred to in such notice and the only right of redemption may not the Holder will be conditional. Unless the Company defaults in to receive payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Redemption Price.

Optional Redemption. No sinking fund is provided for the Notes. The Securities are Notes shall not be redeemable by the Company prior to November 20, 2022. On or after November 20, 2022, the Company may redeem, at its option, (an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limit), at the Company’s electionRedemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in whole effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in partaccordance with Section 16.02 (a “Redemption Notice Date”), at during any time 30 consecutive Trading Day period ending on, and from time to timeincluding, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice Date. If the Company redeems the Securities prior elects to the First Par Call Dateredeem fewer than all outstanding Notes (a “Partial Redemption”), the Company will pay a may in such Partial Redemption deem either (x) only the Notes subject to such redemption price equal to the greater of: or (1y) 100% all Notes, irrespective of the principal amount of the Securities whether they are called for redemption (an “All Notes Election”), to be redeemed then outstanding; and (2) as determined by convertible during the related Redemption Period and entitled to an Independent Investment Bankerincreased Conversion Rate, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities under certain circumstances, if so surrendered for conversion during such Redemption Period, such increase to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion by a number of such payments of interest accrued additional shares pursuant to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemedSection 14.03. If the Company redeems elects to have only Notes called for redemption convertible on account of any Partial Redemption as set forth in this Section 16.01, at least $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to Optional Redemption pursuant to the Securities on or after relevant Redemption Notice as of the First Par Call Daterelated Redemption Notice Date (such aggregate principal amount, the “Partial Redemption Limit”) unless the Company shall have made an All Notes Election with respect to such Partial Redemption pursuant to Section 14.01(b)(v). In the event of any Partial Redemption, the Company will pay a redemption price equal to 100% of shall specify which Notes are convertible as set forth in the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:relevant Redemption Notice.

Optional Redemption. The Securities If the length of time from the Conversion Date to the final maturity date of the Bonds is seven (7) years or more, the Bonds are redeemable subject to redemption by the Board, at the option of the Company’s election, on or after the fifth (5th) anniversary of the Conversion Date, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call or in part on any Interest Payment Date, at the Company will pay a redemption price equal to the greater of: (1) of 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be thereof being redeemed plus accrued interest to the redemption date. If In the Company selects event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price, shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date that is on or after a Regular Record Date and on or before if moneys sufficient for such redemption have been deposited with the related Interest Payment DateTrustee. If less than all the Bonds are to be redeemed, the accrued particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. The Bonds are issued pursuant to and unpaid interestin full compliance with the Constitution and laws of the State, particularly the Act, and by appropriate action duly taken by the Board which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Board in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Board, or of any successor to the Board, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Board or any successor to the Board, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Board and the rights of the Owners of the Bonds at any time by the Board with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds shall be paid to conclusive and binding upon the person Owner and upon all future Owners of this Bond and of any Bond issued in whose name the Security replacement hereof whether or not notation of such consent or waiver is registered at the close of business on such Regular Record Datemade upon this Bond. The Company shall mail Indenture also contains provisions which, subject to certain conditions, permit or cause require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date performed precedent to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued and in connection with a defeasance the execution and delivery of the Securities Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Board does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or a satisfaction and discharge of duly appointed authenticating agent pursuant to the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:.

Optional Redemption. The Securities are redeemable at Issuer may redeem the Company’s election, Notes in whole or in part, at its option, at any time and or from time to time. If the Company redeems the Securities time prior to Maturity (the First Par Call Datedate of such redemption, the Company “Redemption Date”). The Redemption Price will pay a redemption price be equal to the greater of: (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (2ii) the sum, as determined by an the Independent Investment BankerBanker based on the Reference Treasury Dealer Quotations, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) Remaining Scheduled Payments, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Adjusted Treasury Rate, Rate plus 20 basis points; points (such sum to be calculated as set forth in the Indenture), plus, in either the case of the above cases(i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the date registered Holders as of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such the relevant Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. The Company shall mail or cause If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed a notice of redemption at least 15 days, 30 days but not more than 60 days, days before the redemption date Redemption Date to each Holder of the Securities Notes to be redeemed redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the time the notice is issued given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in connection with a defeasance the Indenture, shall be set forth in an Officer’s Certificate of the Securities or a satisfaction and discharge Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture. Notices of redemption may not be conditional. Unless , the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities Notes called for redemption shall become due and payable on the date fixed for redemption. For purposes of Redemption Date and at the foregoing, the following terms have the following meanings:applicable Redemption Price.

Optional Redemption. The Securities are redeemable Notes will be redeemable, at the Company’s electionoption, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay time at a redemption price equal to the greater of: of (1A) 100100.0% of the principal amount of the Securities Notes to be redeemed then outstanding; and and (2B) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities thereon to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) maturity discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury RateRate plus 50 basis points, plus 20 basis points; accrued interest thereon to the Redemption Date. Notwithstanding the foregoing, in connection with any tender offer for any Notes, if Holders of not less than 90% in the aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any other Person making such tender 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 either of the above casestender offer payment, accrued and unpaid interest to but excluding the date Redemption Date (subject to the right of redemption Holders of record on the Securities relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Any redemption of Notes may be redeemed. If made upon notice sent electronically or, at the Company redeems the Securities on or after the First Par Call DateCompany’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if applicable, the Company will pay a redemption price equal to 100% should notify the Trustee of such Redemption Date, and the principal amount of the Securities Notes to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Dateaccordance with Section 1003. The Company shall mail or cause to be mailed a may provide in any redemption notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on price and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes performance of the foregoingCompany’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or, waiver by the 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 Company’s discretion, the following terms Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company 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 following meanings:Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed.

Optional Redemption. The Securities are redeemable Notes of each series may be redeemed at the CompanyIssuer’s election, option in whole or in partor, at any time and from time to time. If the Company redeems the Securities , in part prior to the First applicable Maturity Date as follows: (a) If the Notes are redeemed before the applicable Par Call Date, the Company Notes will pay be redeemed at a redemption price Redemption Price equal to the greater of: (1i) 100% of the principal amount of the Securities Notes to be redeemed then outstandingredeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; and (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities applicable Make-Whole Redemption Price (if any) with respect to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury RateNotes, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to thereon to, but not including the date of redemption on the Securities to be redeemed. Redemption Date. (b) If the Company redeems the Securities Notes are redeemed on or after the First applicable Par Call Date, the Company such Notes will pay be redeemed at a redemption price Redemption Price equal to 100% of the principal amount of the Securities Notes being redeemed, plus accrued and unpaid interest on the principal amount to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed plus accrued will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the redemption date. If date of such payment on the Company selects next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a redemption date that is on or after day in the next succeeding calendar year with respect to a Regular Record Date and on or before the related Interest Payment Redemption Date, the accrued and unpaid interest, if any, shall be paid to required payment of Redemption Price on the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities Notes to be redeemed at its registered address, except that redemption notices may shall be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue made on the Securities or portions thereof called for redemption. Securities called for redemption become due Business Day immediately preceding such Redemption Date on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:which payment was due.

Optional Redemption. The Securities are redeemable Prior to August 10, 2052 (the “Applicable Par Call Date”), the Issuer may redeem the Notes at the Company’s electionits option, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior , at a Redemption Price (expressed as a percentage of principal amount and rounded to the First Par Call Date, the Company will pay a redemption price three decimal places) equal to the greater of: (1A) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities Notes discounted to be redeemed that would be due if such Securities the relevant Redemption Date (assuming the Notes matured on the First Applicable Par Call Date (not including any portion of such payments of interest accrued to the date of redemptionDate) discounted to the redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury RateRate plus 30 basis points (such sum to be calculated as set forth in the Indenture); or (ii) 100% of the principal amount of the Notes to be redeemed, plus 20 basis points; plus, in the case of either of the above cases(i) or (ii), accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemedRedemption Date. If the Company redeems the Securities on On or after the First Applicable Par Call Date, the Company will pay Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities to be Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record relevant Redemption Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date for the Notes, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. Securities On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the date fixed for redemptionRedemption Date and at the applicable Redemption Price. For purposes Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption 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 such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of business one Business Day prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the foregoingNotes in the same manner in which the notice of redemption was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the following terms have Notes called for redemption will become due and payable on the following meanings:Redemption Date and at the applicable Redemption Price.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of -------------------- redeeming any time outstanding Notes and from time to time. If the Company redeems the Securities prior outstanding Put Notes ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100135% of the principal amount of the Securities Note or Put Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to be redeemed then outstanding; and the Subscriber arising under this Subscription Agreement, Note, Put Note or any other document delivered herewith (2"Redemption Amount") as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest outstanding on the Securities day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be redeemed that would be due if such Securities matured on the First Par Call Date (not including given in connection with any portion of such payments Note or Put Note for which notice of interest accrued conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within seven (7) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal which was the subject of the Notice of Redemption. 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 date of redemption) discounted Redemption Amount. The Redemption Amount must be paid in good funds to the redemption date on a semiannual basis Subscriber no later than the ninth (assuming a 360-9th) business day year consisting of twelve 30-day months) at after the Adjusted Treasury Rate, plus 20 basis points; plus, in either of Redemption Date ("Optional Redemption Payment Date"). In the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If event the Company redeems fails to pay the Securities on or after Redemption Amount by the First Par Call Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will pay thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a redemption price equal to 100% of Mandatory Redemption Payment and the principal amount of the Securities to Optional Redemption Payment Date will be redeemed plus accrued interest to the redemption date. If the Company selects deemed a redemption date that is on or after a Regular Record Date and on or before the related Interest Mandatory Redemption Payment Date, . Such failure will also be deemed an Event of Default under the accrued Note and unpaid interest, if any, shall Put Note. Any Notice of Redemption must be paid given to the person in whose name the Security is registered at the close all holders of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is Notes and Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a defeasance Redemption Date. 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; (ii) the Company Shares issuable upon conversion of the Securities or full outstanding Note and Put Note principal are included in a satisfaction and discharge registration statement effective as of the IndentureRedemption Date; and (iii) the average closing bid price on the Principal Market for the ten (10) trading days prior to the Redemption Date is not less than 200% of the applicable Conversion in effect on the day preceding the Redemption Date. Notices of redemption Note and Put Note proceeds may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease used to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:effect an Optional Redemption.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at At any time and from time prior to time. If October 15, 2065 (which is the Company redeems the Securities date that is six months prior to the First maturity of the Notes (the “Par Call Date”)), the Company will pay may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (1a) 100% of the principal amount of the Securities Notes to be redeemed then outstandingredeemed; and (2b) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed such Notes that would be have been due if such Securities the Notes matured on the First Notes Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, but excluding accrued and unpaid interest to but excluding the date of redemption Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the Securities second Business Day immediately preceding the Redemption Date) plus 25 basis points, plus accrued and unpaid interest, if any, to be redeemedbut 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). If the Company redeems the Securities The Trustee shall have no obligation to calculate or verify any make-whole premium. At any time on or after the First Par Call Date, the Company will pay may choose to redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Securities to be Notes being redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall 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). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the person Holders in whose name such tender offer plus, to the Security is registered at extent not included in the close purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of business on such Regular Record Dateredemption. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before calculate the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued price in connection with a defeasance of any redemption, and the Securities Trustee shall have no duty to calculate or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:verify any such calculation.

Optional Redemption. (a) The Securities are redeemable Company shall have the right, exercisable at any time, to redeem from funds legally available therefor all or any portion of the Company’s electionthen outstanding and unconverted shares of Preferred Stock at a price equal to the Redemption Price. Any redemptions pursuant to this Section 6 shall be effected by the delivery of a notice to each holder of Preferred Stock to be redeemed, which notice shall indicate the number of shares of Preferred Stock of each holder to be redeemed and the date that such redemption is to be effected, which shall be the fifth (5/th/) Trading Day after the date such notice is deemed delivered pursuant to Section 5(i) (the "Optional Redemption Date"). All redeemed shares ------------------------ of Preferred Stock shall cease to be outstanding and shall have the status of authorized but undesignated stock, but may not be reissued as Preferred Stock. The entire Redemption Price under this Section shall be paid in whole or cash by the Optional Redemption Date. The holders of the Preferred Stock shall have the right to tender, and the Company shall honor, Conversion Notices for shares of Preferred Stock, including shares subject to the notice of redemption described in partthis Section, at any time and from time to time. through the fourth (4/th/) Trading Day after receipt of such notice of redemption. (b) If any portion of the Redemption Price under this section is not paid by the Company redeems the Securities on or prior to the First Par Call Optional Redemption Date, interest shall accrue thereon at the Company will pay rate of 18% per annum thereafter until such Redemption Price plus all such interest is paid in full (which amount shall be paid as liquidated damages and not as a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Bankerpenalty). In addition, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments Redemption Price remains unpaid for more than five (5) calendar days after the date due, each holder of interest accrued the Preferred Stock subject to such redemption may elect, by written notice to the Company, to either (i) demand conversion in accordance with the formula and the time frame therefor set forth in Section 5 of all of the shares of Preferred Stock for which such Redemption Price has not been paid in full (the "Unpaid Redemption Shares"), in which event the Per Share ------------------------ Market Price for such shares shall be the lower of the Per Share Market Price calculated on the date such Redemption Price was originally due and the Per Share Market Price as of the holder's written demand for conversion, or (ii) invalidate ab initio such redemption) discounted , notwithstanding anything herein contained --------- to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemedcontrary. If the Company redeems the Securities on or after the First Par Call Datea holder elects option (i) above, the Company will pay a redemption price equal shall within three (3) Trading Days of its receipt of such election deliver to 100% such holder the shares of Common Stock issuable upon conversion of the principal amount Unpaid Redemption Shares subject to such holder conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if such holder elects option (ii) above, the Company shall promptly, and in any event not later than three (3) Trading Days from receipt of the Securities to be redeemed plus accrued interest holder's notice of such election, return to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder holder all of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Unpaid Redemption Shares.

Optional Redemption. The Securities 2008 Notes are redeemable at the Company’s electionredeemable, in whole or in part, at the Company’s option, on any time and from time to time. If the Company redeems the Securities prior to the First Par Call Interest Payment Date, the Company will pay on or after June 1, 2007, at a redemption price equal to (the greater of: (1“Redemption Price”) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities 2008 Notes to be redeemed redeemed, plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid interest on the principal amount of 2008 Notes being redeemed to the person in whose name the Security is registered at the close of business on such Regular Record Redemption Date. The Company shall mail or cause Except as set forth above, the 2008 Notes will not be redeemable prior to their Stated Maturity and will not be mailed a notice entitled to the benefit of any sinking fund. 2008 Notes called for optional redemption become due on the Redemption Date. Notices of optional redemption will be given by first-class mail, postage prepaid, at least 15 days, 30 but not more than 60 days, days before the redemption date Redemption Date, to each Holder of the Securities 2008 Notes to be redeemed redeemed, at its registered addressaddress as shown in the Security Register. The notice of optional redemption for the 2008 Notes will state, except that redemption notices may among other things, the aggregate principal amount of such 2008 Notes to be mailed more than 60 days prior redeemed, the Redemption Date, the Redemption Price and the place(s) where payment will be made upon presentation and surrender of 2008 Notes to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditionalredeemed. Unless the Company defaults in payment of the redemption price, on and after the redemption dateRedemption Price, interest shall will cease to accrue on the Securities or portions thereof Redemption Date with respect to any 2008 Notes that have been called for optional redemption. Securities called If less than all the 2008 Notes are redeemed at any time, the Trustee will select the 2008 Notes to be redeemed on a pro rata basis or by any other method the Trustee deems fair and appropriate. The 2008 Notes may be redeemed in part in multiplies of $1,000 only. In the event of redemption of this Security in part only, a new 2008 Note or 2008 Notes of like tenor for redemption become due on the date fixed for redemption. For purposes unredeemed portion hereof will be issued in the name of the foregoing, Holder hereof upon the following terms have cancellation hereof. Any such redemption will also comply with Article Eleven of the following meanings:Indenture.

Optional Redemption. The Securities are redeemable Company shall have the right, at the Company’s election, in whole or in part's option, at any time time, and from time to time. If the Company redeems , on a Redemption Date on or after February 1, 2012, to redeem all or any part of the Securities prior to the First Par Call Date, the Company will pay at a redemption price payable in cash equal to the greater of: one hundred percent (1100%) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rateredeemed, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Upon surrender to the Paying Agent of a Security subject to Redemption, such Security shall be paid paid, to the person Holder surrendering such Security, at the Redemption Price plus accrued and unpaid interest to, but excluding, the Redemption Date, unless the Redemption Date is an interest payment date, in whose name which case such accrued and unpaid interest will instead be paid on such interest payment date to the Holder of record of such Security is registered at the close of business on the record date for such Regular Record Dateinterest payment. The Company shall mail or cause to be mailed a notice of redemption will make at least 15 days, but not more fourteen (14) semi-annual interest payments with respect to the Securities prior to redeeming any Securities under this PARAGRAPH 6. If the Paying Agent (other than 60 days, before the redemption date Company) holds on a Redemption Date money sufficient to each Holder of pay the aggregate Redemption Price with respect to all Securities to be redeemed at its registered addressredeemed, except that redemption notices may plus accrued and unpaid interest, if any, payable as provided in the Indenture upon Redemption, then (unless there shall be mailed more than 60 days prior to a redemption date if Default in the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, such aggregate Redemption Price or of such accrued and unpaid interest) on and after the redemption datesuch date such Securities shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue on accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the Securities or portions thereof called for redemptionPaying Agent. Securities called for redemption become due on the date fixed for redemption. For purposes Thereafter, all rights of the foregoingHolders of such Securities shall terminate with respect to such Securities, other than the following terms have right to receive the following meanings:Redemption Price, plus such accrued and unpaid interest, in accordance with the Indenture.

Optional Redemption. The Securities are redeemable Commencing on October 30, 2023, Atlas may redeem, at the Company’s electionAtlas’ option, in whole or in part, the Atlas Series I Preferred Shares at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price in cash equal to the greater of: (1) 100% of the principal $25.00 per share plus an amount of the Securities equal to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal all accumulated and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued unpaid dividends thereon to the date of redemption) discounted , whether or not declared. Any such optional redemption shall be effected only out of funds legally available for such purpose. ▇▇▇▇▇ 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 the redemption date holders of any shares to be redeemed as such holders’ names appear on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) Atlas’ stock transfer books maintained by the Registrar and Transfer Agent at the Adjusted Treasury Rateaddress of such holders shown therein. Such notice shall state: (a) the redemption date, plus 20 basis points; plus(b) the number of Atlas Series I Preferred Shares to be redeemed and, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities if less than all outstanding Atlas Series I Preferred Shares are to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% number (and the identification) of the principal amount of the Securities shares to be redeemed plus accrued interest from such holder, (c) the redemption price, (d) the place where the Atlas Series I 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 Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Dateoutstanding Atlas Series I Preferred Shares are to be redeemed, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close number of business on such Regular Record Date. The Company shall mail or cause shares to be mailed a notice redeemed will be determined by Atlas, and such shares will be redeemed by such method of selection as the Securities Depository shall determine, with adjustments to avoid redemption at least 15 days, but not more than 60 days, before of fractional shares. So long as all Atlas Series I Preferred Shares are held of record by the redemption date to each Holder nominee of the Securities Depository, Atlas will give notice, or cause notice to be given, to the Securities Depository of the number of Atlas Series I Preferred Shares to be redeemed, and the Securities Depository will determine the number of Atlas Series I Preferred Shares to be redeemed at from the account of each of its registered addressparticipants holding such shares in its participant account. Thereafter, except that redemption notices 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 I Preferred Shares for its own account). A participant may be mailed more than 60 days prior determine to a redemption date if redeem Atlas Series I Preferred Shares from some beneficial owners (including the notice is issued in connection with a defeasance participant itself) without redeeming Atlas Series I Preferred Shares from the accounts of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:other beneficial owners.

Optional Redemption. (a) The Securities are redeemable provisions of Article 10 of the Base Indenture shall be applicable to the Notes, subject to the provisions of this Section 2.06. (b) The Company may, at its option, redeem the Company’s electionNotes, in whole or in part, at any time and from time prior to time. If January 1, 2028 (the Company redeems the Securities date that is 2 months prior to the First maturity date) (the “Par Call Date, the Company will pay ”) at a redemption price Redemption Price equal to the greater of: of (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstanding; and and (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of (or the portion of the principal of) and interest on the Securities Notes to be redeemed that would be have been due if such Securities the Notes matured on the First Par Call Date (Date, not including any portion of such payments of interest accrued and unpaid interest, if any, to the date of redemption) Redemption Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Rate plus 20 12.5 basis points; , plus, in either of the above caseseach case, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid on the Notes being redeemed to, but excluding, the Redemption Date (subject to the person in whose name right of Holders of record on the Security is registered at the close of business on such relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The Company shall mail or cause to be mailed a give the Trustee written notice of the Redemption Price with respect to any redemption pursuant to this clause (b) promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. On or after the Par Call Date, the Company may, at least 15 daysits option, redeem the Notes, in whole or in part, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). (c) Any redemption or notice thereof pursuant to this Section 2.06 may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not more than 60 dayslimited to, before the redemption date to each Holder completion of the Securities to be redeemed at its registered addressan equity offering, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance other offering, issuance of the Securities indebtedness or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities other transaction or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:event.

Optional Redemption. The Securities are Prior to August 15, 2013, the Notes shall not be redeemable at the Company’s electionoption. On or after August 15, 2013, the Company, at its option, may redeem the Notes for cash at any time, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to (the greater of: (1“Redemption Price”) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to Notes redeemed, plus any accrued and unpaid interest, accrued and unpaid Contingent Interest, if any, and accrued and unpaid Additional Interest, if any, on the Notes redeemed up to, but not including, the Redemption Date; provided however, that, in no event shall a Redemption Date be redeemed plus accrued interest to a Legal Holiday; provided further, that, if the redemption date. If the Company selects Redemption Date is on a redemption date that is on or after a Regular an Interest Record Date and on or before prior to the related corresponding Interest Payment Date, the Redemption Price shall be 100% of the principal amount of the Notes redeemed but shall not include accrued and unpaid interest, accrued and unpaid Contingent Interest, if any, and Additional Interest, if any. Instead, the Company shall be paid pay such interest, Contingent Interest, if any, and Additional Interest, if any, on the Interest Payment Date to the person in whose name holder of record on the Security is registered at the close of business on such Regular corresponding Interest Record Date. The Notwithstanding the foregoing, no Notes may be redeemed by the Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before if the redemption date to each Holder principal amount of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days Notes has been accelerated and such acceleration has not been rescinded on or prior to the Redemption Date (except in the case of an acceleration resulting from a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless default by the Company defaults in the payment of the redemption price, on and after the redemption date, interest shall cease Redemption Price with respect to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:such Notes).

Optional Redemption. (a) No sinking fund is provided for the Preferred Stock. The Securities are Preferred Stock shall not be redeemable at the Company’s election, in whole or in part, at any time and from time to time. If by the Company redeems the Securities prior to the First Par Call date that is five years following the Issue Date. On or after the date that is five years following the Issue Date, the Company will pay may redeem (an “Optional Redemption”) for cash all, but not less than all, of the Preferred Stock, at the Redemption Price in accordance with this Section 4. (b) In case the Company exercises its Optional Redemption right to redeem all of the Preferred Stock pursuant to Section 4(a), it shall fix a date for redemption price equal (each, a “Redemption Date”) and it or, at its written request received by the Transfer Agent not less than 55 calendar days prior to the greater of: Redemption Date (1) 100% or such shorter period of time as may be acceptable to the Transfer Agent), the Transfer Agent, in the name of and at the expense of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment BankerCompany, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but such Optional Redemption (a “Redemption Notice”) not more less than 60 days, before 30 days prior to the redemption date Redemption Date to each Holder of the Securities to be redeemed Preferred Stock at its registered addresslast address as the same appears on the Company’s stock register; provided, except that redemption notices may be mailed more than 60 days prior to a redemption date however, that, if the Company shall give such notice, it shall also give written notice is issued in connection with a defeasance of the Securities Redemption Date to the Transfer Agent. The Redemption Date must be a Business Day. (c) The Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or a satisfaction and discharge not the Holder receives such notice. In any case, failure to give such Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any share of Preferred Stock designated for redemption shall not affect the validity of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of proceedings for the redemption priceof any other share of Preferred Stock. (d) Each Redemption Notice shall specify: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each share of Preferred Stock, and that any dividends thereon shall cease to accumulate on and after the redemption dateRedemption Date; (iv) the place or places where such shares of Preferred Stock are to be surrendered for payment of the Redemption Price; (v) that Holders may surrender their shares of Preferred Stock for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Preferred Stock; (vii) the Conversion Rate; and (viii) the CUSIP, interest ISIN or other similar numbers, if any, assigned to such Preferred Stock. A Redemption Notice shall be irrevocable. (e) If any Redemption Notice has been given in respect of the Preferred Stock in accordance with Section 4(b), Holders of the Preferred Stock shall surrender any shares of Preferred Stock that have not been converted prior to the related Redemption Date to the Company on the Redemption Date at the place or places stated in the Redemption Notice. Prior to the open of business on the Redemption Date, the Company shall deposit with the Transfer Agent an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the shares of Preferred Stock to be redeemed on such Redemption Date. On the later of the Redemption Date and the date of presentation and surrender by the relevant Holder of the Preferred Stock at the place or places stated in the Redemption Notice, the Company shall pay the Redemption Price to such Holder of the Preferred Stock by mailing checks for the amount payable to the Holders of such shares of Preferred Stock entitled thereto as they shall appear in the share register of the Company; provided, however, that payments to the Depository shall be made by wire transfer of immediately available funds to the account of the Depository or its nominee. The Transfer Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price. (f) From and after the Redemption Date (unless the Company shall default in providing for the payment of the Redemption Price), dividends will cease to accrue on the Securities or portions thereof called for Preferred Stock, the Preferred Stock shall no longer be deemed outstanding and all rights of the Holders of the Preferred Stock will terminate, except the right to receive the Redemption Price payable upon redemption. Securities called for redemption become due . (g) The Company shall not be entitled to exercise its right to make an Optional Redemption unless the Redemption Price is paid solely in cash on the date fixed for redemption. For purposes Redemption Date, including with respect to any Accumulated Dividends as of the foregoing, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of ------------------- redeeming any time and from time to time. If the Company redeems the Securities prior outstanding Note ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100125% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum portion of the present values of Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the remaining scheduled payments of principal and interest Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at least 15 daysall, but not more than 60 days, before the redemption date to each Holder within two hours of the Securities delivery to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to the Company by facsimile of a redemption date if the notice is issued Conversion Notice but only in connection with a defeasance portion of Note for which notice of conversion has been given by the Subscriber employing the Conversion Price described in Section 2.1(b)(ii) of the Securities Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or a satisfaction and discharge all of the IndentureNote principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. Notices A Notice of redemption 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 Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease used to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:effect an Optional Redemption.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at (a) At any time and from time to time. If the Company redeems the Securities time prior to the First Par Call Datecompletion of a Qualified IPO but after the fifth anniversary of the Closing Date (as defined in the Credit Agreement), the Company will pay a redemption price equal shall have the right to the greater of: (1) 100% redeem all, but not less than all, of the principal amount outstanding Warrants at the Optional Redemption Price, determined as of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, day preceding the sum notice of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion redemption. Irrevocable notice of such payments right of interest accrued redemption shall be given by the Company to all Warrantholders not more than 30 days nor less than 15 days prior to the date scheduled for redemption, stating the date and price, including a reasonably detailed description of the method of calculation thereof, of redemption) discounted to . Warrantholders may exercise Warrants until 5:00 p.m., New York City time, on the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to Business Day preceding the date of redemption on set forth in a valid notice of redemption, at which time the Securities right to be redeemedpurchase shares of Non-Voting Common Stock theretofore represented by this Warrant shall terminate, and this Warrant shall represent the right of the Holder to receive the Optional Redemption Price from the Company in immediately available funds upon surrender of this Warrant at the Warrant Agency. If the Company redeems the Securities on or after the First Par Call DateOptional Redemption Price shall be disputed pursuant to Section 3.03, the Company will shall pay to the affected Warrantholders on the redemption date the Optional Redemption Price initially determined by it and shall thereafter make supplemental payment of any increase (and the affected Warrantholder shall remit to the Company any decrease) in the Optional Redemption Price upon resolution of such dispute. (b) In addition, on or within 30 days after the date on which the Company shall have delivered a redemption price equal Trigger Notice with respect to 100% a Redemption Transfer, the Company shall have the right to redeem all, but not less than all, of the principal amount outstanding Warrants at the Trigger Redemption Price with respect to such Holdings Trigger Event. Irrevocable notice of such right of redemption shall be given by the Company to all Warrantholders not more than 30 days nor less than 15 days prior to the date scheduled for redemption, stating the date of such redemption, which shall be the date of consummation of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date Redemption Transfer; provided that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before may provide that the redemption date to each Holder obligations of the Securities Company to redeem the Warrants shall be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if conditioned upon the notice is issued in connection with a defeasance consummation of the Securities or Redemption Transfer. Warrantholders may exercise Warrants until 5:00 p.m., New York City time, on the Business Day preceding the date of redemption set forth in a satisfaction valid notice of redemption, at which time the right to purchase shares of Non-Voting Common Stock theretofore represented by this Warrant shall terminate, and discharge this Warrant shall represent the right of the Indenture. Notices of redemption may not be conditional. Unless Holder to receive the Trigger Redemption Price from the Company defaults in payment immediately available funds upon surrender of this Warrant at the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Warrant Agency.

Optional Redemption. The Securities are redeemable Notes may be redeemed, at the CompanyIssuer’s election, option in whole or in partor, at any time and from time to time. If the Company redeems the Securities , in in part, prior to the First Par Call DateMaturity Date as follows: (a) If the Notes are redeemed before April 15, 2022, the Company Notes will pay be redeemed at a redemption price Redemption Price equal to the greater of: (1i) 100% of the principal amount of the Securities Notes then outstanding to be redeemed then outstandingredeemed; and (2ii) the sum, as determined by set forth in an Independent Investment BankerOfficers’ Certificate delivered to the Trustee, the sum of the present values of the remaining scheduled payments of principal of, and interest on on, the Securities Notes to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemptionRedemption Date) discounted to the redemption date Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted applicable Treasury Rate, Rate plus 20 50 basis pointspoints (the “Make-Whole Premium”); plus, in either of the above cases, plus any accrued and unpaid interest to the date of redemption on the Securities to be redeemed. principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Company redeems the Securities Notes are redeemed on or after the First Par Call DateApril 15, 2022, the Company Notes will pay be redeemed at a redemption price Redemption Price equal to 100% of the principal amount of the Securities to be redeemed Notes then outstanding being redeemed, plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interestinterest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, shall be paid to or interest on the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities Notes to be redeemed at its registered addresswill be made on the next succeeding Business Day as if made on the date on which such payment was due, except and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that redemption notices may be mailed more than 60 days prior if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a redemption date Redemption Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If notice is issued has been given in connection with a defeasance the manner provided in Section 1104 of the Securities or a satisfaction Indenture and discharge funds for the redemption of the Indenture. Notices Note or any part thereof called for redemption will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after the Redemption Date referred to in such notice and the only right of redemption may not the Holder will be conditional. Unless the Company defaults in to receive payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Redemption Price.

Optional Redemption. The Securities are redeemable Notes may be redeemed at the CompanyIssuer’s electionoption, in whole or in part, at any time and from time to time. If the Company redeems the Securities , prior to the First Maturity Date as follows: (a) If the Notes are redeemed before August 1, 2035 (the “Par Call Date”), the Company Notes will pay be redeemed at a redemption price Redemption Price equal to the greater of: (1a) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on thereon discounted to the Securities to be redeemed that would be due if such Securities Redemption Date (assuming the Notes matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemptionDate) discounted to the redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Rate plus 20 basis pointspoints less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either of the above casescase, accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemed. Redemption Date. (b) If the Company redeems the Securities Notes are redeemed on or after the First Par Call Date, the Company will pay Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed plus accrued will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the redemption date. date of such payment on the next succeeding Business Day; provided, however, that with respect to a Redemption Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year, the required payment of Redemption Price on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If the Company selects Issuer elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected by the Trustee on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or in such other manner as the Trustee shall deem fair and appropriate, and in any case in accordance with the applicable procedures of the Depositary; provided, however, that no such partial redemption date that is shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. (e) If notice has been given in the manner provided in Section 1104 of the Indenture and funds for the redemption of the Note or any part thereof called for redemption will have been made available on or after a Regular Record Date and on or before the related Interest Payment Redemption Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause Notes to be mailed a redeemed, or such part thereof, will cease to accrue interest from and after the Redemption Date referred to in such notice of redemption at least 15 days, but not more than 60 days, before and the redemption date to each Holder only right of the Securities Holder will be to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in receive payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Redemption Price.

Optional Redemption. The Securities are redeemable Notes may be redeemed at the CompanyIssuer’s electionoption, in whole or in part, at any time and from time to time. If the Company redeems the Securities , prior to the First Maturity Date as follows: (a) If the Notes are redeemed before the Par Call Date, the Company Notes will pay be redeemed at a redemption price Redemption Price equal to the greater of: (1a) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on thereon discounted to the Securities to be redeemed that would be due if such Securities Redemption Date (assuming the Notes matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemptionDate) discounted to the redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Rate plus 20 basis pointspoints less (b) interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either of the above casescase, accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemed. Redemption Date. (b) If the Company redeems the Securities Notes are redeemed on or after the First Par Call Date, the Company will pay Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed plus accrued will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the redemption date. If date of such payment on the Company selects next succeeding Business Day; provided, however, that with respect to a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Redemption Date, if the accrued and unpaid interestnext such succeeding Business Day falls on a day in the next succeeding calendar year, if any, shall be paid to the person in whose name required payment of Redemption Price on the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities Notes to be redeemed at its registered address, except that redemption notices may shall be mailed more than 60 days prior made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If the Issuer elects to redeem only a redemption date if the notice is issued in connection with a defeasance portion of the Securities Notes, the particular Notes to be redeemed will be selected by the Trustee on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or a satisfaction in such other manner as the Trustee shall deem fair and discharge appropriate, and in any case in accordance with the applicable procedures of the Indenture. Notices of Depositary; provided, however, that no such partial redemption may not be conditional. Unless shall reduce the Company defaults in payment portion of the redemption price, on and after the redemption date, interest shall cease principal amount of a Note not redeemed to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:less than $2,000.

Optional Redemption. The Securities are redeemable Issuer may redeem the Notes at the Company’s electionits option at any time, in whole or from time to time in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price (the “Redemption Price”) equal to the greater sum of: (1a) 100% the principal amount or, in the case of a redemption in part, the relevant Redemption Proportion of the principal amount of the Securities Notes plus accrued interest thereon to be redeemed then outstandingthe redemption date; and (2b) the Make-Whole Amount (as determined by an Independent Investment Bankerdefined below), if any, with respect to the Notes; provided that, if such Notes are redeemed on or after February 13, 2025, the sum of Redemption Price will not include the present values of Make-Whole Amount. If the remaining scheduled payments of principal and interest on the Securities Notes are to be redeemed that would in part only on any date in accordance with this Condition, each Note shall be due if such Securities matured redeemed in part in the proportion which the aggregate principal amount of the outstanding Notes to be redeemed on the First Par Call Date relevant redemption date bears to the aggregate principal amount of outstanding Notes on such date (not including any portion of such payments the “Redemption Proportion”). Notwithstanding the foregoing, installments of interest accrued on Notes that are due and payable on an Interest Payment Date falling on or prior to a redemption date will be payable on such Interest Payment Date to the date holders thereof as of redemption) discounted to the close of business on the relevant record date. If the Issuer has given notice of redemption as provided in the Agency Agreement and has made funds available on the redemption date referred to in the notice for the redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at and after the Adjusted Treasury Raterelevant redemption date, plus 20 basis points; plusinterest will cease to accrue on the Notes or, in either the case of the above cases, accrued and unpaid interest to the date of a redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Datein part, the Company will pay a redemption price equal to 100% relevant Redemption Proportion of the principal amount of outstanding Notes. Notice of any redemption will be given to the Securities to be redeemed plus accrued interest to Noteholders at least 15 days but not more than 45 days before the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 dayswill specify, but not more than 60 daysamongst other things, before the redemption date to each Holder Redemption Price, the principal amount of the Securities Notes to be redeemed at its registered addressredeemed, except that redemption notices may be mailed more than 60 days prior to (in the case of a redemption date if in part) the notice is issued in connection with a defeasance of the Securities or a satisfaction relevant Redemption Proportion and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For the purposes of the foregoing, the following terms have the following meanings:this Condition 7(2):

Optional Redemption. The Securities are redeemable Section 6.1. This Note (or any successor Note) may be redeemed at the election of the Company’s election, in as a whole or from time to time in part, on any Interest Payment Date on or after April 1, 2014 at any time the then outstanding principal amount of the Note (the “Redemption Price”). The Redemption Price will be delivered to the Holder, together with accrued, but unpaid, interest to the Redemption Date. Section 6.2. Notice of Redemption shall be in writing and from time to time. If the Company redeems the Securities sent by first-class mail, postage prepaid, not less than 30 nor more than 60 days prior to the First Par Call Redemption Date, to the Holder at such H▇▇▇▇▇’s address appearing in the Note Register. All Notices of Redemption shall state: (a) the Redemption Date, (b) the Redemption Price, (c) in the case of partial redemption of the Note, the principal amount to be redeemed, (d) that on the Redemption Date the Redemption Price will become due and payable upon such Note to be redeemed and that interest thereon will cease to accrue on and after said date, and (e) the place or places where any such Note is to be surrendered for payment of the Redemption Price. Any immaterial defect in said notice shall not affect the validity of the proceedings for the redemption of any other Note or portion thereof. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. Section 6.3. Prior to any Redemption Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal shall segregate and hold in trust an amount of money sufficient to pay the Securities Redemption Price of, and accrued, but unpaid, interest on, any Note which is to be redeemed then outstanding; and (2) on that date. Notice of redemption having been given as determined by an Independent Investment Bankeraforesaid, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities any Note so to be redeemed that would be due if such Securities matured shall, on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) Redemption Date, become due and payable at the Adjusted Treasury RateRedemption Price therein specified, plus 20 basis points; plus, and from and after such date (unless the Company shall default in either the payment of the above casesRedemption Price and accrued interest) such Note shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, accrued and unpaid interest to the date of redemption on the Securities to such Note shall be redeemed. If paid by the Company redeems at the Securities on or after the First Par Call DateRedemption Price, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus together with accrued interest to the redemption date. If the Company selects a redemption date Redemption Date; provided, however, that is installments of interest payable on or after a Regular Record Date and on or before the related an Interest Payment Date, Date occurring prior to or on the accrued and unpaid interest, if any, Redemption Date shall be paid payable to the person in whose name the Security is Holders of such Note registered as such at the close of business on such the relevant Regular Record Date. The Company If any Note called for redemption shall mail or cause to not be mailed a notice of redemption so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at least 15 days, but not more than 60 days, before the redemption date to each Holder of rate borne by the Securities Note. Section 6.4. Any Note which is to be redeemed only in part shall be surrendered at its registered addressthe principal office of the Company (with, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued Company so requires, due endorsement by, or a written instrument of transfer in connection with form satisfactory to the Company duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute and deliver to the Holder of such Note without service charge, a defeasance new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the Securities or a satisfaction and discharge principal of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:Note so surrendered.

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at At any time and from time prior to time. If December 15, 2033 (which is the Company redeems the Securities date that is three months prior to the First maturity of the Notes (the “Par Call Date”)), the Company will pay may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (1a) 100% of the principal amount of the Securities Notes to be redeemed then outstandingredeemed; and (2b) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed such Notes that would be have been due if such Securities the Notes matured on the First Notes Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, but excluding accrued and unpaid interest to but excluding the date of redemption Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the Securities second Business Day immediately preceding the Redemption Date) plus 40 basis points, plus accrued and unpaid interest, if any, to be redeemedbut 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). If the Company redeems the Securities The Trustee shall have no obligation to calculate or verify any make-whole premium. At any time on or after the First Par Call Date, the Company will pay may choose to redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Securities to be Notes being redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall 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). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the person Holders in whose name such tender offer plus, to the Security is registered at extent not included in the close purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of business on such Regular Record Dateredemption. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before calculate the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued price in connection with a defeasance of any redemption, and the Securities Trustee shall have no duty to calculate or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:verify any such calculation.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of redeeming any time and from time to time. If portion of the Company redeems the Securities prior outstanding Secured Exchange Convertible Notes ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100115% of the principal amount of the Securities Exchange Convertible Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to be redeemed then outstanding; and (2) as determined by an Independent Investment Bankerthe Subscriber arising under this Subscription Agreement relating to the Exchange Convertible Note, the sum Exchange Convertible Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Secured Exchange Convertible Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the present values of the remaining scheduled payments of Exchange Convertible Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Exchange Convertible Note. 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 Securities Redemption Amount. The Redemption Amount must be paid in good funds to be redeemed that would be due if such Securities matured on the First Par Call Subscriber no later than the seventh (7th) business day after the Redemption Date (not including any portion of such payments of interest accrued to "Optional Redemption Payment Date"). In the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If event the Company redeems fails to pay the Securities on or after Redemption Amount by the First Par Call Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will pay thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a redemption price equal to 100% of Mandatory Redemption Payment and the principal amount of the Securities to Optional Redemption Payment Date will be redeemed plus accrued interest to the redemption date. If the Company selects deemed a redemption date that is on or after a Regular Record Date and on or before the related Interest Mandatory Redemption Payment Date, . Such failure will also be deemed an Event of Default under the accrued and unpaid interest, if any, shall Notes. Any Notice of Redemption must be paid given to the person in whose name the Security is registered at the close all holders of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is Secured Exchange Convertible Notes issued in connection with the Offering, in proportion to their holdings of Exchange Convertible Note principal on a defeasance Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Notes shall have occurred or be continuing and (ii) the Company Shares issuable upon conversion of the Securities or entire outstanding Note principal are included for unrestricted resale in a satisfaction and discharge registration statement effective as of the IndentureRedemption Date. Notices of redemption Purchase Price proceeds may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease used to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:effect an Optional Redemption.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of redeeming any time and from time to time. If the Company redeems the Securities prior outstanding Notes ("Optional Redemption") by paying to the First Par Call Date, the Company will pay Subscriber a redemption price sum of money equal to the greater of: (1) 100120% of the principal amount of the Securities Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be redeemed then outstanding; and given in connection with any portion of Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (25) as determined by an Independent Investment Banker, business days after receipt of a Notice of Redemption to give the sum Company Notice of Conversion in connection with some or all of the present values of the remaining scheduled payments of Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. 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 Securities Redemption Amount. The Redemption Amount must be paid in good funds to be redeemed that would be due if such Securities matured on the First Par Call Subscriber no later than the seventh (7th) business day after the Redemption Date (not including any portion of such payments of interest accrued to "Optional Redemption Payment Date"). In the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If event the Company redeems fails to pay the Securities on or after Redemption Amount by the First Par Call Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will pay thereafter have no further right to effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a redemption price equal to 100% of Mandatory Redemption Payment and the principal amount of the Securities to Optional Redemption Payment Date will be redeemed plus accrued interest to the redemption date. If the Company selects deemed a redemption date that is on or after a Regular Record Date and on or before the related Interest Mandatory Redemption Payment Date, . Such failure will also be deemed an Event of Default under the accrued and unpaid interest, if any, shall Note. Any Notice of Redemption must be paid given to the person in whose name the Security is registered at the close all holders of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a defeasance Redemption Date. 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; (ii) the Company Shares issuable upon conversion of the Securities or full outstanding Note principal are included for unrestricted resale in a satisfaction and discharge registration statement effective as of the IndentureRedemption Date; and (iii) the Maximum Base Price (as defined in the Note) is less than the Conversion Price calculated pursuant to Section 2.1(b)(i) of the Note for each of the ten (10) trading days preceding the Redemption Date. Notices of redemption Note proceeds may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease used to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:effect an Optional Redemption.

Optional Redemption. The Securities are redeemable Prior to November 10, 2032 (the “Applicable Par Call Date”), the Issuer may redeem the Notes at the Company’s electionits option, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior , at a Redemption Price (expressed as a percentage of principal amount and rounded to the First Par Call Date, the Company will pay a redemption price three decimal places) equal to the greater of: (1A) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities Notes discounted to be redeemed that would be due if such Securities the relevant Redemption Date (assuming the Notes matured on the First Applicable Par Call Date (not including any portion of such payments of interest accrued to the date of redemptionDate) discounted to the redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury RateRate plus 25 basis points (such sum to be calculated as set forth in the Indenture); or (ii) 100% of the principal amount of the Notes to be redeemed, plus 20 basis points; plus, in the case of either of the above cases(i) or (ii), accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemedRedemption Date. If the Company redeems the Securities on On or after the First Applicable Par Call Date, the Company will pay Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities to be Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record relevant Redemption Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date for the Notes, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. Securities On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the date fixed for redemptionRedemption Date and at the applicable Redemption Price. For purposes Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption 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 such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of business one Business Day prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the foregoingNotes in the same manner in which the notice of redemption was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the following terms have Notes called for redemption will become due and payable on the following meanings:Redemption Date and at the applicable Redemption Price.

Optional Redemption. (a) The Securities are provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes. (b) The Notes shall be redeemable at the Company’s election, in as a whole or in part, at the Company’s option at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay at a redemption price Redemption Price equal to the greater of: of (1i) 100% of the principal amount of the Securities Notes to be redeemed then outstanding; and and (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date thereon (not including any portion of such payments exclusive of interest accrued and unpaid to the date of redemption) discounted to the redemption date Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Rate plus 20 30 basis points; , plus, in either of the above caseseach case, accrued and unpaid interest to thereon to, but not including, the date of redemption redemption. Further, installments of interest on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed plus accrued interest that are due and payable on the Interest Payment Dates falling on or prior to the redemption date. If Redemption Date shall be payable on the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid Date to the person in whose name the Security is registered at Holders as of the close of business on such the relevant Regular Record Date. The Company Date according to the Notes and the Indenture. (c) Notice of any redemption shall mail or cause to be mailed a notice of redemption at least 15 days, 30 days but not more than 60 days, days before the redemption date Redemption Date to each Holder of the Securities Notes to be redeemed at its registered address, except redeemed; provided that notice of redemption notices may be mailed more than 60 days prior to a redemption date the Redemption Date if the notice is issued in connection with a defeasance of the Securities Notes or a satisfaction and discharge of Notes. If less than all of the Indenture. Notices of redemption may not Notes are to be conditional. redeemed, the Notes to be redeemed shall be selected by the Trustee by lot or any other such method as the Trustee deems to be fair and appropriate. (d) Unless the Company defaults in payment of the redemption priceRedemption Price, on and after the redemption date, Redemption Date interest shall cease to accrue on the Securities Notes or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:.

Optional Redemption. (a) The Securities are provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. (b) The Notes shall be redeemable as a whole or in part, at the Company’s election, in whole or in partoption, at any time and from time to time. If time at the Company redeems the Securities following Redemption Prices: (i) upon redemption prior to May 1, 2030 (the First “Par Call Date”), the Company will shall pay a redemption price Redemption Price equal to the greater of: of (1i) 100% of the principal amount of the Securities Notes to be redeemed then outstanding; and and (2ii) as determined by an Independent Investment Bankerthe Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on in respect of the Securities Notes to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to as of the date of redemptionRedemption Date) from the Redemption Date through the Par Call Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury RateRate plus 30 basis points, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest on the Notes to be redeemed to the date of Redemption Date; and (ii) upon redemption on the Securities to be redeemed. If the Company redeems the Securities on or and after the First Par Call Date, the Company will shall pay a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Securities to be redeemed Notes being redeemed, plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interestinterest thereon, if any, shall to, but not including, the Redemption Date. (c) Any notice to holders of Notes of any redemption will include the appropriate calculation of the Redemption Price, but does not need to include the Redemption Price itself. The actual Redemption Price, calculated as described above, will be paid set forth in an Officers’ Certificate of the Company delivered to the person in whose name Trustee no later than two Business Days prior to the Security is registered at the close of business on such Regular Record Redemption Date. The Company shall mail or cause to be mailed may provide in a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder that payment of such Redemption Price and performance of the Securities Company’s obligations with respect to such redemption or purchase may be performed by another Person. (d) If less than all of the Notes are redeemed at any time and the Notes are Global Notes held by the Depositary, the Depositary will select the Notes to be redeemed at in accordance with its registered addressoperational arrangements. If the Notes are not Global Notes held by the Depositary, except the Trustee will select Notes called for redemption in part on a pro rata basis or on as nearly a pro rata basis as is practicable; provided that redemption notices may Notes in principal amounts of $2,000 or less shall be mailed more than 60 days prior to redeemed in whole and not in part. In the case of Notes represented by a redemption date if Global Security, the notice is issued in connection with a defeasance outstanding principal amount of the Securities or a satisfaction and discharge of Global Security representing the IndentureNotes will be reduced by book-entry. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities Notes called for redemption become due on the date fixed for Redemption Date, subject to the satisfaction of any conditions precedent provided in the notice of redemption. For purposes On and after the Redemption Date, interest stops accruing on Notes or portions of them called for redemption (unless there is a default in the foregoing, the following terms have the following meanings:payment thereof).

Optional Redemption. The Securities are redeemable at Subject to the Company’s election, in whole or in partprovisions of this Section 8, at any time after the Original Issue Date the Corporation may deliver a notice to the Holders (an “Optional Redemption Notice” and from the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding Preferred Stock, for cash in an amount equal to the Optional Redemption Amount on the 30th calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 30 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 Corporation 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 occurring 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 (or if not met on any Trading Day(s), such failure is cured within 3 Trading Days or such lesser time to time. If the Company redeems the Securities such that all Equity Conditions shall have been met 3 Trading Days prior to the First Par Call Optional Redemption Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed). If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on From and after the Optional Redemption Date, unless the Corporation shall default in paying the Optional Redemption Amount on the Optional Redemption Date, dividends on the Preferred Stock so called for redemption date, interest shall cease to accrue and all rights of the Holders as stockholders of the Corporation shall cease. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period (subject to cure as provided for above), then a Holder may elect to nullify the Optional Redemption Notice as to such Holder by notice to the Corporation within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Securities or portions thereof called for redemptionTransaction Documents, the Corporation is obligated to notify the Holders of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Corporation) in which case the Optional Redemption Notice shall be null and void, ab initio. Securities called for redemption become due on The Corporation covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date fixed for redemptionthe Optional Redemption Amount is paid in full. For purposes of Notwithstanding the foregoing, if the following terms have Corporation shall exercise its rights to redeem the following meanings:Notes, it shall concurrently redeem the Preferred Stock in accordance with the provisions of this Section 8.

Optional Redemption. The Securities Senior Bonds are redeemable at the Company’s electioncallable for redemption, in whole or in part, at the option of the Issuer on any time and from time to time. If the Company redeems the Securities prior to the First Par Call Datedate on or after April 1, the Company will pay 2002 at a redemption price equal to as set forth below (expressed as a percentage of the greater of: outstanding principal amount): REDEMPTION DATES (DATES INCLUSIVE) REDEMPTION PRICES April 1) , 2002 through March 31, 2003 105% April 1, 2003 through March 31, 2004 104% April 1, 2004 through March 31, 2005 103% April 1, 2005 through March 31, 2006 102% April 1, 2006 through March 31, 2007 101% April 1, 2007 and thereafter 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) thereafter at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount, together in the case of any such redemption with accrued interest to the date of redemption. Except in the case of redemption pursuant to any mandatory redemption provisions, Senior Bonds shall be redeemed only by written notice from the Issuer to the Trustee. That notice shall specify the redemption date and the principal amount of each maturity of Senior Bonds to be redeemed, and shall be given at least 45 days prior to the Securities redemption date or such shorter period as shall be acceptable to the Trustee. Unless waived in writing by any Holder of Senior Bonds to be redeemed plus and except as provided below, official notice of redemption shall be given by the Registrar on behalf of the Issuer by mailing a copy of an official redemption notice by registered or certified mail to the Holder of each Senior Bond to be redeemed, at the address of such Holder shown on the Senior Bond Register, not less than 30 days nor more than 45 days prior to the date fixed for redemption. Failure to duly give official notice of redemption by mail or any defect therein shall not affect the validity of the proceedings for the redemption of any Senior Bond with respect to which no such failure or defect has occurred. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the registered Holder receives notice. Notice having been mailed in the manner provided in the Indenture, the Senior Bonds and portions thereof called for redemption shall become due and payable on the redemption date unless such notice of redemption is conditional, in which case the Senior Bonds and portions thereof called for redemption will become due and payable only if funds for the payment thereof are deposited with the Trustee, and upon presentation and surrender thereof at the place or places specified in that notice, shall be paid at the redemption price, including interest accrued interest to the redemption date. If money for the Company selects a redemption of all of the Senior Bonds and portions thereof to be redeemed, together with interest accrued thereon to the redemption date, is held by the Trustee or any Paying Agent on the redemption date, so as to be available therefor on that date and if notice of redemption has been deposited in the mail as aforesaid, then from and after the redemption date those Senior Bonds and portions thereof called for redemption shall cease to bear interest and no longer shall be considered to be outstanding hereunder. If those moneys shall not be so available on the redemption date, or that is on or after a Regular Record Date notice shall not have been deposited in the mail as aforesaid, those Senior Bonds and on or before the related Interest Payment Date, the accrued and unpaid portions thereof shall continue to bear interest, if anyuntil they are paid, at the same rate as they would have borne had they not been called for redemption. All moneys deposited in the Bond Fund and held by the Trustee or a Paying Agent for the redemption of particular Senior Bonds shall be held in trust for the account of the Holders thereof and shall be paid to the person in whose name the Security is registered at the close them, respectively, upon presentation and surrender of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:those Senior Bonds.

Optional Redemption. (a) The Securities are redeemable at Company shall have the Company’s electionright, in whole subject to the provisions of this Section 6, upon a 30 Trading Day prior written notice (an "Optional Redemption Notice" and the date such Optional Redemption Notice is received by a Holder, an "Optional Redemption Date") to the Holders, to redeem all or in partany portion of the shares of Preferred Stock which have not previously been redeemed or for which Conversion Notices shall not have been delivered, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of:Optional Redemption Price (as defined in Section 8). The Company may only deliver an Optional Redemption Notice if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is sufficient to satisfy the Company's conversion obligations of all shares of Preferred Stock then outstanding, (ii) the Underlying Shares then outstanding are registered for resale pursuant to an effective Underlying Shares Registration Statement pursuant to which the Holders are permitted to sell Underlying Shares or the Underlying Shares may be resold without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, and (iii) the Common Stock is listed for trading on the Nasdaq or on a Subsequent Market. In order for an Optional Redemption Notice to remain in effect subsequent to the Optional Redemption Date, each of clauses (i) - (iii) of the immediately preceding sentence must be true during the entire 30 Trading Days between the Optional Redemption Date and the date of payment of the Optional Redemption Price. The entire Optional Redemption Price shall be paid in cash. A Holder may convert (and the Company shall honor such conversions in accordance with the terms hereof) any or all of the shares of Preferred Stock subject to an Optional Redemption Notice delivered for conversion on or prior to the 30th Trading Day following the Optional Redemption Date. (1b) 100% of Failure by the principal amount of the Securities Company to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including pay any portion of the Optional Redemption Price on the 30th Trading Day following an Optional Redemption Date shall, at the option of the Holder subject thereto, result in the invalidation ab initio of the unpaid portion of such payments of interest accrued optional redemption, and, notwithstanding anything herein to the date contrary, the Company shall thereafter have no further rights to optionally redeem any shares of redemptionPreferred Stock. In such event, the Company shall, at the option of the Holder, either, (i) discounted not later than three Trading Days from receipt of Holder's request for such election, return to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either Holder all of the above cases, accrued and unpaid interest to shares of Preferred Stock for which such Optional Redemption Price has not been paid in full (the "Unpaid Redemption Shares") or (ii) convert all or any portion of the Unpaid Redemption Shares in which event the Per Share Market Value for such shares shall be the lower of the Per Share Market Value calculated on the date the Optional Redemption Price was originally due and the Per Share Market Value as of redemption on the Securities to be redeemedHolder's written demand for conversion. If the Company redeems the Securities on or after the First Par Call DateHolder elects option (ii) above, the Company will pay a redemption price equal shall within three Trading Days of its receipt of such election deliver to 100% the Holder the shares of Common Stock issuable upon conversion of the principal amount of the Securities Unpaid Redemption Shares subject to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date such Holder conversion demand and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at otherwise perform its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection obligations hereunder with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:respect thereto.

Optional Redemption. The Securities are redeemable Prior to June 5, 2029 (the “Applicable Par Call Date”), the Issuer may redeem the Notes at the Company’s electionits option, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior , at a Redemption Price (expressed as a percentage of principal amount and rounded to the First Par Call Date, the Company will pay a redemption price three decimal places) equal to the greater of: (1A) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities Notes discounted to be redeemed that would be due if such Securities the relevant Redemption Date (assuming the Notes matured on the First Applicable Par Call Date (not including any portion of such payments of interest accrued to the date of redemptionDate) discounted to the redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Rate plus 20 basis pointspoints (such sum to be calculated as set forth in the Indenture); or (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of either of the above cases(i) or (ii), accrued and unpaid interest to thereon to, but not including, the date of redemption on the Securities to be redeemedRedemption Date. If the Company redeems the Securities on On or after the First Applicable Par Call Date, the Company will pay Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the principal amount of the Securities to be Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record relevant Redemption Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on On and after the redemption dateRedemption Date for the Notes, interest shall will cease to accrue on the Securities Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. Securities On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the date fixed for redemptionRedemption Date and at the applicable Redemption Price. For purposes Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption 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 such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of business one Business Day prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the foregoingNotes in the same manner in which the notice of redemption was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the following terms have Notes called for redemption will become due and payable on the following meanings:Redemption Date and at the applicable Redemption Price.

Optional Redemption. The Securities are redeemable At any time prior to March 15, 2023, the Company may redeem the Notes at the Company’s electionits option, in whole or from time to time in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including Redemption Price. At any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities time on or after the First Par Call DateMarch 15, 2023, the Company Notes will pay be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed plus accrued interest thereon to the redemption dateRedemption 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. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company selects a will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Company shall give the Trustee notice of the Make-Whole Amount 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 Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date that is on or after a Regular Record Date and on or before the related Interest Payment Dateof redemption, the accrued and unpaid interest, if any, Notes to be redeemed in part. Neither the Company nor the Trustee shall be paid required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to the person in whose name the Security is registered be redeemed and ending at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a the day of mailing the relevant notice of redemption at least 15 daysredemption; or (ii) register the transfer of or exchange any Note, but not more than 60 daysor portion thereof, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on , except the date fixed for redemption. For purposes unredeemed portion of the foregoing, the following terms have the following meanings:any Note being redeemed in part.t.

Optional Redemption. (a) The Securities are redeemable provisions of Article 10 of the Base Indenture shall be applicable to the Notes, subject to the provisions of this Section 2.06. (b) The Company may, at its option, redeem the Company’s electionNotes, in whole or in part, at any time and from time prior to time. If September 1, 2040 (the Company redeems the Securities date that is 6 months prior to the First maturity date) (the “Par Call Date, the Company will pay ”) at a redemption price Redemption Price equal to the greater of: of (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstanding; and and (2ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of (or the portion of the principal of) and interest on the Securities Notes to be redeemed that would be have been due if such Securities the Notes matured on the First Par Call Date (Date, not including any portion of such payments of interest accrued and unpaid interest, if any, to the date of redemption) Redemption Date, discounted to the redemption date Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Rate plus 20 17.0 basis points; , plus, in either of the above caseseach case, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid on the Notes being redeemed to, but excluding, the Redemption Date (subject to the person in whose name right of Holders of record on the Security is registered at the close of business on such relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The Company shall mail or cause to be mailed a give the Trustee written notice of the Redemption Price with respect to any redemption pursuant to this clause (b) promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. On or after the Par Call Date, the Company may, at least 15 daysits option, redeem the Notes, in whole or in part, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). (c) Any redemption or notice thereof pursuant to this Section 2.06 may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not more than 60 dayslimited to, before the redemption date to each Holder completion of the Securities to be redeemed at its registered addressan equity offering, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance other offering, issuance of the Securities indebtedness or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities other transaction or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoing, the following terms have the following meanings:event.

Optional Redemption. The Securities are Notes shall be redeemable at any time, at the option of the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities time in part on any date prior to maturity (the First Par Call "Redemption Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months") at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed thereof plus accrued interest to the redemption date. If Redemption Date (subject to the Company selects a redemption right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or after prior to the Redemption Date) plus a Regular Record Date and on Make-Whole Premium, if any (the "Redemption Price"). In no event shall the Redemption Price ever be less than 100% of the principal amount of the Notes plus accrued interest to the Redemption Date. The amount of the Make-Whole Premium with respect to any Note (or before portion thereof) to be redeemed shall be equal to the related Interest Payment Date, the accrued and unpaid interestexcess, if any, of: (1) the sum of the present values, calculated as of the Redemption Date, of: (a) each interest payment that, but for such redemption, would have been payable on the Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Redemption Date); and (b) the principal amount that, but for such redemption, would have been payable at the final maturity of the Note (or portion thereof) being redeemed; over (2) the principal amount of the Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (i) above shall be paid determined in accordance with generally accepted principles of financial analysis. Such present values shall be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but for the redemption, to the person in whose name Redemption Date at a discount rate equal to the Security is registered at the close of business on such Regular Record DateTreasury Yield plus 12.5 basis points. The Make-Whole Premium shall be calculated by an independent investment banking institution of national standing appointed by the Company; provided, however, that if the Company shall mail or cause fails to be mailed a notice of redemption make such appointment at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 45 business days prior to a redemption date the Redemption Date, or if the notice institution so appointed is issued unwilling or unable to make such calculation, such calculation shall be made by Morgan Stanley & Co. Incorporated o▇, ▇▇ s▇▇▇ ▇▇▇m is unwilling or unable to make such calculation, by an independent investment banking institution of national standing appointed by the Trustee (in connection with any such case, an "Independent Investment Banker"). The weekly average yields of United States Treasury Notes shall be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated "H.15(519) Selected Interest Rates" or any successor release (the "H.15 Statistical Release"). If the H.15 Statistical Release sets forth a defeasance of weekly average yield for United States Treasury Notes having a constant maturity that is the Securities or a satisfaction and discharge of same as the IndentureRemaining Term, then the Treasury Yield shall be equal to such weekly average yield. Notices of redemption may not In all other cases, the Treasury Yield shall be conditional. Unless the Company defaults in payment of the redemption pricecalculated by interpolation, on and after a straight-line basis, between the redemption date, interest shall cease to accrue weekly average yields on the Securities United States Treasury Notes that have a constant maturity closest to and greater than the Remaining Term and the United States Treasury Notes that have a constant maturity closest to and less than the Remaining Term and the United States Treasury Notes that have a constant maturity closest to and less than the Remaining Term (in each case as set forth in the H.15 Statistical Release). Any weekly average yields so calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or portions thereof called above being rounded upward. If weekly average yields for redemption. Securities called for redemption become due on United States Treasury Notes are not available in the date fixed for redemption. For purposes H.15 Statistical Release or otherwise, then the Treasury Yield shall be calculated by interpolation of comparable rates selected by the foregoing, the following terms have the following meanings:Independent Investment Banker.