Common use of Redemption at the Option of the Company Clause in Contracts

Redemption at the Option of the Company. The Company may, at any time, redeem the principal amount of the Notes, in whole or in part, by paying to the Holders thereof an amount equal to the 100% of the principal amount of the Notes to be redeemed (the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.

Redemption at the Option of the Company. The (a) Except as described in this Section 1.08, the Notes are not redeemable until May 15, 2016. On and after May 15, 2016, the Company maymay redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on May 15 of the years indicated below: 2016 103.313 % 2017 102.208 % 2018 101.104 % 2019 and thereafter 100.000 % (b) Prior to May 15, 2014, the Company may on any one or more occasions redeem up to 35% of the original principal amount of the Notes with the Net Cash Proceeds of one or more equity offerings at a Redemption Price of 106.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that: (i) at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and (ii) the redemption occurs within 90 days after the closing of such equity offering. (c) In addition, at any timetime prior to May 15, 2016, the Company may redeem the principal amount of the Notes, in whole or in part, by paying to the Holders thereof an amount at a Redemption Price equal to the 100% of the principal amount thereof plus the Applicable Premium plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (d) If the 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, will be paid to the Person in whose name the Note is registered at the close of business on the Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption. (e) In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee: (i) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (to the extent such listing is known to the Trustee); or (ii) if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion may deem to be fair and appropriate. No Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed (in part only, the “Optional Redemption Price”) as notice of redemption relating to such Note will state the portion of the date fixed for such redemption, together, principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder upon cancellation of the original Note. (f) The Company shall notify the Trustee of the Redemption Price with respect to the Notes being redeemed, with all interest accrued pursuant to redemption promptly after the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notescalculation thereof. The Company Trustee shall give written notice of redemption of not be responsible for calculating the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.

Redemption at the Option of the Company. (a) The Company maymay redeem the 2026 Notes, at any time, redeem the principal amount of the Notesits option, in whole or in part, by paying at any time and from time to time prior to May 15, 2026, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the Holders thereof an unredeemed portion of a 2026 Note must be in a minimum principal amount of $2,000, for a Redemption Price equal to the greater of: (i) 100% of the principal amount of the 2026 Notes to be redeemed; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the Remaining Scheduled Payments on the 2026 Notes being redeemed (the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest excluding accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicableRedemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) as at the Treasury Rate plus 35 basis points, plus, in each case, accrued and unpaid interest to the Redemption Date. (b) The Company may redeem the 2026 Notes, at its option, in whole or in part, at any time and from time to time on or after May 15, 2026 (three months prior to the maturity date of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel2026 Notes), if anyin principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, incurred by the Holders and associated with such payment; provided, however, that in the event provided that the Company redeems unredeemed portion of a portion and not all 2026 Note must be in a minimum principal amount of $2,000, at a Redemption Price equal to 100% of the principal amount of the outstanding 2026 Notes being redeemed plus accrued and unpaid interest to the Redemption Date. (c) The Company may redeem the 2046 Notes, at its option, in whole or in part, at any time and from time to time prior to February 15, 2046, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2046 Note must be in a minimum principal amount of $2,000, for a Redemption Price equal to the greater of: (i) 100% of the principal amount of the 2046 Notes to be redeemed; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the Remaining Scheduled Payments on the 2046 Notes being redeemed (excluding accrued and unpaid interest to the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus, in each case, accrued and unpaid interest to the Redemption Date. (d) The Company may redeem the 2046 Notes, as its option, in whole or in part, at any time and from time to time on or after February 15, 2046 (six months prior to the maturity date of the 2026 Notes), in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of a 2046 Note must be in a minimum principal amount of $2,000, at a Redemption Price equal to 100% of the principal amount of the 2046 Notes being redeemed plus accrued and unpaid interest to the Redemption Date. (e) The Company may at any time, and from time to time, purchase the Notes at any price or prices in the open market, through negotiated transactions, by tender offer or otherwise. (f) The Company shall have no obligation to make mandatory redemption of the Notes or to redeem, purchase or repay Notes pursuant to any sinking fund or analogous provision or, except as provided in Section 4.10, at the option of a Holder thereof. (g) With respect to any redemption of the 2026 Notes occurring prior to May 15, 2026, the Company shall redeem (a) not less than $250,000 in principal amount give the Trustee notice of the outstanding Notes or related Redemption Price promptly after the calculation thereof and the Trustee shall not have any responsibility for such calculation. (bh) in the event that less than $250,000 in principal amount With respect to any redemption of the 2046 Notes remains outstandingoccurring prior to February 15, not less than 2046, the remaining principal amount of the outstanding Notes. The Company shall give written the Trustee notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days related Redemption Price promptly after the calculation thereof and the Trustee shall not more than ten (10) days prior to the date fixed have any responsibility for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentencecalculation.

Redemption at the Option of the Company. The Company mayPrior to March 17, at any time, redeem 2034 (three months prior to the principal amount maturity date of the Series 2034 Notes) (the “Series 2034 Par Call Date”) and December 17, 2053 (six months prior to the maturity date of the Series 2054 Notes) (the “Series 2054 Par Call Date” and together with the Series 2034 Par Call Date, each a “Par Call Date”), the Company may redeem each series of Notes at its option, in whole or in part, by paying at any time and from time to the Holders thereof an time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Additional Basis Points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed (the “Optional Redemption Price”) as of the date fixed for such redemptionredeemed; plus, togetherin either case, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)thereon, if any, incurred by up to (but excluding) the Holders and associated with such payment; providedredemption date. On or after the applicable Par Call Date, however, that in the event that the Company redeems may redeem the Notes, in whole or in part, at any time and from time to time, at a portion and not all redemption price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed plus accrued and unpaid interest thereon, if any, up to (but excluding) the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Notice of any redemption will 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. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in part only, the Company shall redeem (a) not less than $250,000 in notice of redemption that relates to the note will state the portion of the principal amount of the outstanding Notes or (b) note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the event that less than $250,000 in principal amount name of the Notes remains outstanding, not less than the remaining principal amount holder of the outstanding Notesnote upon surrender for cancellation of the original note. The Company shall give written notice of For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes pursuant shall be done in accordance with the policies and procedures of the depositary. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption. In accordance with Section 11.03 of the Base Indenture, except as described under this Section 11.1 3.1 or Section 3.2 of this Fifth Supplemental Indenture, the Notes will not otherwise be redeemable by the Company at least five (5) days and not more than ten (10) days the Company’s option prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceStated Maturity.

Redemption at the Option of the Company. The (a) At any time on or after June 3, 2026, the Company maymay redeem at its option (an “Optional Redemption”) on any one or more occasions all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at any timethe redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, redeem if any, to, but not including, the principal amount applicable Redemption Date (subject to the right of Holders of the Notes, in whole Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or in part, by paying prior to the Holders thereof an amount Redemption Date), if redeemed during the twelve-month period beginning on June 3 of the years indicated below: Year Percentage 2026 104.500 % 2027 102.250 % 2028 and thereafter 100.000 % (b) Prior to June 3, 2026, the Company may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days’ prior written notice to Holders, at a redemption price equal to the 100% of the principal amount of the Notes to be redeemed plus the Make-Whole Amount (as calculated by the “Optional Redemption Price”Company) as of the date fixed for such redemptionof, together, with respect to the Notes being redeemed, with all interest and accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)interest, if any, incurred to, but not including, the applicable Redemption Date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date). (c) At any time and from time to time prior to June 3, 2026, the Company may redeem the Notes with the net cash proceeds received by the Holders and associated with such payment; provided, however, that in the event that the Company redeems from any Equity Offering at a portion and not all redemption price equal to 109.000% of the principal amount of the outstanding such Notes, plus accrued and unpaid interest, if any, to, but not including, the Company shall redeem Redemption Date (a) not less than $250,000 subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date), in an aggregate principal amount for all such redemptions not to exceed 40% of the outstanding Notes or (b) in the event that less than $250,000 in aggregate principal amount of the Notes remains outstandingissued under the indenture on the issue date of the Notes; provided that: (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (ii) not less than 50% of the remaining aggregate principal amount of the then-outstanding Notes. The Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Company shall give written or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently. (d) Any redemption and notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such noticemay, at the applicable Optional Redemption PriceCompany’s discretion, together with interest accrued pursuant be subject to the terms satisfaction of one more conditions precedent as provided in Section 11.05. (e) Nothing in this Indenture will limit the Company’s or its Affiliates’ ability to repurchase or retire Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceother than by redemption, whether by tender offer, exchange offer, open market repurchases, privately negotiated transactions or otherwise.

Redemption at the Option of the Company. (a) The Company may, at any time, may redeem the principal amount of the Notes, in whole or in part, by paying at any time and from time to time prior to April 15, 2022, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the Holders thereof an unredeemed portion of a Note must be in a minimum principal amount of $2,000, for a Redemption Price equal to the to: (i) 100% of the principal amount of the Notes to be redeemed redeemed; and (ii) the “Optional Redemption Price”) sum, as determined by an Independent Investment Banker, of the date fixed for such redemption, together, with respect to present values of the Remaining Scheduled Payments on the Notes being redeemed, with all interest redeemed (excluding accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counselRedemption Date), if anydiscounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, incurred by plus, in each case, accrued and unpaid interest to the Holders Redemption Date. (b) The Company may redeem the Notes, in whole or in part, at any time and associated with such payment; providedfrom time to time on or after April 15, however2022, that in the event principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the Company redeems unredeemed portion of a portion and not all Note must be in a minimum principal amount of $2,000, at a Redemption Price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed plus accrued and unpaid interest to the Redemption Date. (c) The Company may at any time, and from time to time, purchase the Notes at any price or prices in the open market, through negotiated transactions, by tender offer or otherwise. (d) The Company shall have no obligation to make mandatory redemption of the Notes or to redeem, purchase or repay Notes pursuant to any sinking fund or analogous provision or, except as provided in Section 4.10, at the option of a Holder thereof. (e) With respect to any redemption occurring prior to April 15, 2022, the Company shall redeem (a) not less than $250,000 in principal amount give the Trustee notice of the outstanding Notes or (b) in related Redemption Price promptly after the event that less than $250,000 in principal amount of calculation thereof and the Notes remains outstanding, Trustee shall not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed have any responsibility for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentencecalculation.

Redemption at the Option of the Company. The (a) Except as described in this Section 1.08, the Notes are not redeemable until [___], 2011. On and after [___], 2011, the Company maymay redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on [___] of the years indicated below: 2011 % 2012 % 2013 % 2014 and thereafter 100.00 % (b) Prior to [___], 2009, the Company may on any one or more occasions redeem up to 35% of the original principal amount of the Notes with the Net Cash Proceeds of one or more equity offerings at a Redemption Price of [___]% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that: (i) at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and (ii) the redemption occurs within 90 days after the closing of such equity offering. (c) In addition, at any timetime prior to [___], 2011, the Company may redeem the principal amount of the Notes, in whole or but not in part, by paying to the Holders thereof an amount at a Redemption Price equal to the 100% of the principal amount thereof plus the Applicable Premium plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (d) If the 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, will be paid to the Person in whose name the Note is registered at the close of business on the Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption. (e) In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee: (i) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed; or (ii) if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion may deem to be fair and appropriate. No Note of $1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed (in part only, the “Optional Redemption Price”) as notice of redemption relating to such Note will state the portion of the date fixed for such redemption, together, principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder upon cancellation of the original Note. (f) The Company shall notify the Trustee of the Redemption Price with respect to the Notes being redeemed, with all interest accrued pursuant to redemption promptly after the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notescalculation thereof. The Company Trustee shall give written notice of redemption of not be responsible for calculating the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.

Redemption at the Option of the Company. The provisions of Article IV of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. (a) Prior to June 30, 2030 (three months prior to the Stated Maturity (the “Par Call Date”)), the Company maymay redeem the Notes, in whole at any time or in part from time to time, at any timethe Company’s option, redeem at a Redemption Price equal to accrued and unpaid interest on the principal amount of the NotesNotes being redeemed to, in whole or in partbut excluding, by paying to the Holders thereof an amount equal to Redemption Date plus the greater of: (A) 100% of the principal amount of the Notes to be redeemed redeemed; and (B) the “Optional Redemption Price”) as sum of the date fixed for such redemption, together, with respect to present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, with all to be redeemed that would be due if the notes matured on the Par Call Date (not including any portion of such payments of interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable outredemption) discounted to the Redemption Date on a semi-ofannual basis (assuming a 360-pocket costs and expenses day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points (includingb) On or after the Par Call Date, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems may redeem the Notes, in whole at any time or in part from time to time, at the Company’s option, at a portion and not all Redemption Price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. (c) A notice of redemption under Section 4.03 of the Base Indenture may be given by the Company shall redeem or, at the Company’s request, by the Trustee in the name and at the expense of the Company, more than 90 days prior to the Redemption Date (a) but not less than $250,000 in principal amount 30 days prior to the Redemption Date) to the Holders of the outstanding Notes to be redeemed in whole or in part if the notice of redemption is issued by the Company in connection with the satisfaction and discharge of the Indenture with respect to the Notes in accordance with Section 12.02 of the Base Indenture. (bd) A notice of redemption and the redemption to which it relates may, at the Company’s option and discretion, be subject to the satisfaction of any conditions precedent contained in the event that less than $250,000 in such notice of redemption. (e) The principal amount of the Notes remains outstanding, not less than the remaining principal amount outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. (f) Section 3.06(g) of the outstanding Notes. Base Indenture shall be replaced by the below provision: (g) The Company shall give written not be required to (i) register, transfer or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the transmission of a notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery Securities of such notice series selected for redemption under Section 4.02 and ending at the close of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, business on the date specified day of such transmission, or (ii) register, transfer or exchange any Security so selected for redemption in such noticewhole or in part, at except the applicable Optional Redemption Price, together with interest accrued pursuant to the terms unredeemed portion of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to any Security being redeemed in the preceding sentencepart.

Redemption at the Option of the Company. The Prior to April 15, 2023, the Company may, at any time, may not redeem the principal amount Notes. Subject to the terms of the NotesIndenture, in whole on or in partafter April 15, by paying 2023, and prior to the Holders thereof an amount Maturity Date, the Company may redeem all, but not less than all, of the Notes if the Last Reported Sale Price of the Common Stock equals or exceeds 130% of the Conversion Price in effect on each of at least 20 Trading Days (whether or not consecutive) during the 30 consecutive Trading Day period (including the last Trading Day of such period) ending on the Trading Day immediately prior to the date the Company delivers the Redemption Notice for such redemption. Any Redemption Date must be at least 55, but not more than 70, Scheduled Trading Days after the date on which the Company delivers the applicable Redemption Notice. The Redemption Price that the Company will pay for any Notes that it redeems will equal to the 100% of the principal amount of Notes to be purchased plus accrued and unpaid interest, if any, to but excluding, the Redemption Date, unless the Redemption Date occurs after a Regular Record Date and on or before the Interest Payment Date corresponding to such Regular Record Date, in which case the Redemption Price for any Notes to be redeemed (the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all will equal 100% of the principal amount of the outstanding such Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding and accrued and unpaid interest, if any, on such Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstandingto, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior but excluding, such Interest Payment Date will be payable, on such Interest Payment Date, to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery Holder of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, Notes at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms Close of the Notes and unpaid as of the date fixed for Business on such redemption and the costs and expenses referred to in the preceding sentenceRegular Record Date.

Redemption at the Option of the Company. The (a) At any time on or after June 3, 2026, the Company maymay redeem at its option (an “Optional Redemption”) on any one or more occasions all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at any timethe redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, redeem if any, to, but not including, the principal amount applicable Redemption Date (subject to the right of Holders of the Notes, in whole Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or in part, by paying prior to the Holders thereof an amount Redemption Date), if redeemed during the twelve-month period beginning on June 3 of the years indicated below: 2026 104.500 % 2027 102.250 % 2028 and thereafter 100.000 % (b) Prior to June 3, 2026, the Company may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days’ prior written notice to Holders, at a redemption price equal to the 100% of the principal amount of the Notes to be redeemed plus the Make-Whole Amount (as calculated by the “Optional Redemption Price”Company) as of the date fixed for such redemptionof, together, with respect to the Notes being redeemed, with all interest and accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)interest, if any, incurred to, but not including, the applicable Redemption Date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date). (c) At any time and from time to time prior to June 3, 2026, the Company may redeem the Notes with the net cash proceeds received by the Holders and associated with such payment; provided, however, that in the event that the Company redeems from any Equity Offering at a portion and not all redemption price equal to 109.000% of the principal amount of the outstanding such Notes, plus accrued and unpaid interest, if any, to, but not including, the Company shall redeem Redemption Date (a) not less than $250,000 subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date), in an aggregate principal amount for all such redemptions not to exceed 40% of the outstanding Notes or (b) in the event that less than $250,000 in aggregate principal amount of the Notes remains outstandingissued under the indenture; provided that: (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (ii) not less than 50% of the remaining aggregate principal amount of the then-outstanding Notes. The Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Company shall give written or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently. (d) Any redemption and notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such noticemay, at the applicable Optional Redemption PriceCompany’s discretion, together with interest accrued pursuant be subject to the terms satisfaction of one more conditions precedent as provided in Section 11.05. (e) Nothing in this Indenture will limit the Company’s or its Affiliates’ ability to repurchase or retire Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceother than by redemption, whether by tender offer, exchange offer, open market repurchases, privately negotiated transactions or otherwise.

Redemption at the Option of the Company. The Company mayAt any time prior to April 15, at any time2025, redeem the principal amount of the NotesNotes shall be redeemable, in whole or in part, by paying to at the Holders thereof an amount option of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the “Optional Redemption Price”) as sum of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all present values of the principal amount of the outstanding NotesNotes to be redeemed and the remaining scheduled payments of interest thereon (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the respective scheduled payment dates discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 50 basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to, but not including, such Redemption Date. From and after April 15, 2025, the Company Notes shall redeem (a) not less than $250,000 be redeemable, in principal amount whole or in part, at the option of the outstanding Notes or (b) in Company, at a Redemption Price equal to 100% of the event that less than $250,000 in principal amount of the Notes remains outstandingto be redeemed, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days plus accrued and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemptionunpaid interest, the Company, as the case may be, covenants and agrees that it will redeem the Notesif any, on the date specified in principal amount being redeemed to, but not including, such notice, at Redemption Date. For purposes of determining the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.following definitions shall apply:

Redemption at the Option of the Company. (a) The Company may, Notes will be subject to redemption at any time, redeem the principal amount option of the NotesCompany on any date (the “Redemption Date”) prior to the Maturity Date, in whole or from time to time in part, by paying to in $1,000 increments (provided that any remaining principal amount thereof shall be at least the Holders thereof an amount minimum authorized denomination thereof). The Notes will be redeemable in cash at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest (calculated at the interest rate applicable on such Redemption Date) thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (such greater amount is referred to herein as the “Optional Redemption Price”) as of the date fixed for such redemption), together, with respect to the Notes being redeemed, with all interest plus accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)interest, if any, incurred by thereon to the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or Redemption Date. (b) in If the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the elects to redeem Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to 3.01, it shall notify the date fixed for such redemption. Such notice of redemption shall be delivered Trustee in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms writing of the Notes Redemption Date (such notification, a “Redemption Notice”) and unpaid as deliver such Redemption Notice in accordance with Section 3.01 of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceOriginal Indenture.

Redemption at the Option of the Company. The provisions of Article IV of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes. (a) Prior to November 15, 2024, the Company maymay redeem the Notes, in whole at any time or in part from time to time, at any timethe Company’s option, redeem at a Redemption Price equal to accrued and unpaid interest on the principal amount of the NotesNotes being redeemed to, in whole or in partbut excluding, by paying to the Holders thereof an amount equal to Redemption Date plus the greater of: (A) 100% of the principal amount of the Notes to be redeemed; and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (the “Optional Redemption Price”) as not including any portion of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all payments of interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable outredemption) discounted to the Redemption Date on a semi-ofannual basis (assuming a 360-pocket costs and expenses day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points (includingb) On or after November 15, without limitation, reasonable fees, charges and disbursements of counsel2024 (three months prior to the Stated Maturity), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems may redeem the Notes, in whole at any time or in part from time to time, at the Company’s option, at a portion and not all Redemption Price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. (c) A notice of redemption under Section 4.03 of the Base Indenture may be given by the Company shall redeem or, at the Company’s request, by the Trustee in the name and at the expense of the Company, more than 90 days prior to the Redemption Date (a) but not less than $250,000 in principal amount 30 days prior to the Redemption Date) to the Holders of the outstanding Notes to be redeemed in whole or in part if the notice of redemption is issued by the Company in connection with the satisfaction and discharge of the Indenture with respect to the Notes in accordance with Section 12.02 of the Base Indenture. (bd) A notice of redemption and the redemption to which it relates may, at the Company’s option and discretion, be subject to the satisfaction of any conditions precedent contained in the event that less than $250,000 in such notice of redemption. (e) The principal amount of the Notes remains outstanding, not less than the remaining principal amount outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. (f) Section 3.06(g) of the outstanding Notes. Base Indenture shall be replaced by the below provision: (g) The Company shall give written not be required to (i) register, transfer or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the transmission of a notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery Securities of such notice series selected for redemption under Section 4.02 and ending at the close of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, business on the date specified day of such transmission, or (ii) register, transfer or exchange any Security so selected for redemption in such noticewhole or in part, at except the applicable Optional Redemption Price, together with interest accrued pursuant to the terms unredeemed portion of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to any Security being redeemed in the preceding sentencepart.

Redemption at the Option of the Company. The (a) Prior to the Par Call Date, the Company may, at any time, may redeem the principal amount of the NotesNotes at its option, in whole or in part, by paying at any time and from time to the Holders thereof an time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect subject to the Notes being redeemedright of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) On or after the Par Call Date, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems may redeem the Notes, in whole or in part, at any time and from time to time, at a portion and not all Redemption Price equal to 100% of the principal amount of the outstanding NotesNotes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Company shall redeem Redemption Date (asubject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) not less than $250,000 The Company’s actions and determinations in principal amount of determining the outstanding Notes or Redemption Price will be conclusive and binding for all purposes, absent manifest error. (bd) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the have no obligation to redeem, purchase or repay Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified any sinking fund or analogous provision or, except as provided in Section 12.3 2.07 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms option of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentencea Holder thereof.

Redemption at the Option of the Company. The Company mayAt any time prior to March 1, 2019, with respect to the 2019 Notes, and at any timetime prior to October 1, redeem 2043, with respect to the principal amount of 2044 Notes, the Notesrespective Notes shall be redeemable, in whole or in part, by paying to at the Holders thereof an amount option of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the “Optional Redemption Price”) as sum of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all present values of the principal amount of the outstanding Notes, Notes to be redeemed and the Company shall redeem remaining scheduled payments of interest thereon (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the respective scheduled payment dates discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus (a) not less than $250,000 in principal amount of 20 basis points, with respect to the outstanding Notes 2019 Notes, or (b) 30 basis points, with respect to the 2044 Notes, plus, in either case, accrued and unpaid interest, if any, on the event that less than $250,000 principal amount being redeemed to, but not including, such Redemption Date. From and after March 1, 2019, with respect to the 2019 Notes, and from and after October 1, 2043, with respect to the 2044 Notes, the respective Notes shall be redeemable, in whole or in part, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes remains outstandingto be redeemed, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days plus accrued and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemptionunpaid interest, the Company, as the case may be, covenants and agrees that it will redeem the Notesif any, on the date specified in principal amount being redeemed to, but not including, such notice, at Redemption Date. For purposes of determining the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.following definitions shall apply:

Redemption at the Option of the Company. The (a) At any time on or after March 31, 2026, the Company maymay redeem at its option (an “Optional Redemption”) on any one or more occasions all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at any timethe redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, redeem if any, to, but not including, the principal amount applicable Redemption Date (subject to the right of Holders of the Notes, in whole Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or in part, by paying prior to the Holders thereof an amount Redemption Date), if redeemed during the twelve-month period beginning on March 31 of the years indicated below: 2026 104.500 % 2027 102.250 % 2028 and thereafter 100.000 % (b) Prior to March 31, 2026, the Company may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days’ prior written notice to Holders, at a redemption price equal to the 100% of the principal amount of the Notes to be redeemed plus the Make-Whole Amount (as calculated by the “Optional Redemption Price”Company) as of the date fixed for such redemptionof, together, with respect to the Notes being redeemed, with all interest and accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)interest, if any, incurred to, but not including, the applicable Redemption Date (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date). (c) At any time and from time to time prior to March 31, 2026, the Company may redeem the Notes with the net cash proceeds received by the Holders and associated with such payment; provided, however, that in the event that the Company redeems from any Equity Offering at a portion and not all redemption price equal to 109.000% of the principal amount of the outstanding such Notes, plus accrued and unpaid interest, if any, to, but not including, the Company shall redeem Redemption Date (a) not less than $250,000 subject to the right of holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date), in an aggregate principal amount for all such redemptions not to exceed 40% of the outstanding Notes or (b) in the event that less than $250,000 in aggregate principal amount of the Notes remains outstandingissued under the indenture on the issue date of the Notes; provided that: (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (ii) not less than 50% of the remaining aggregate principal amount of the then-outstanding Notes. The Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Company shall give written or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently. (d) Any redemption and notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such noticemay, at the applicable Optional Redemption PriceCompany’s discretion, together with interest accrued pursuant be subject to the terms satisfaction of one more conditions precedent as provided in Section 11.05. (e) Nothing in this Indenture will limit the Company’s or its Affiliates’ ability to repurchase or retire Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceother than by redemption, whether by tender offer, exchange offer, open market repurchases, privately negotiated transactions or otherwise.

Redemption at the Option of the Company. The Company mayAt any time prior to the date that is 90 days prior to the Stated Maturity, at any time, redeem the principal amount of the Notes2022 Notes shall be redeemable, in whole or in partpart at any time, by paying at the option of the Company on any date prior to the Holders thereof an amount Stated Maturity, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2022 Notes to be redeemed and (ii) the “Optional Redemption Price”) as sum of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all present values of the principal amount of the outstanding Notes2022 Notes to be redeemed and the remaining scheduled payments of interest thereon (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the respective scheduled payment dates discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 45 basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to, but not including, such Redemption Date. From and after the date that is 90 days prior to Stated Maturity, the Company 2022 Notes shall redeem (a) not less than $250,000 be redeemable, in whole or in part at any time, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the outstanding 2022 Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstandingto be redeemed, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days plus accrued and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemptionunpaid interest, the Company, as the case may be, covenants and agrees that it will redeem the Notesif any, on the date specified in principal amount being redeemed to, but not including, such notice, at Redemption Date. For purposes of determining the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.following definitions shall apply:

Redemption at the Option of the Company. The Company mayPrior to October 29, at any time, redeem 2027 (1 month prior to the principal amount maturity date of the Series 2027 Notes) (the “Series 2027 Par Call Date”) and August 29, 2032 (3 months prior to the maturity date of the Series 2032 Notes) (the “Series 2032 Par Call Date” and together with the Series 2027 Par Call Date, each a “Par Call Date”), the Company may redeem each series of Notes at its option, in whole or in part, by paying at any time and from time to the Holders thereof an time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus the Additional Basis Points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed (the “Optional Redemption Price”) as of the date fixed for such redemptionredeemed; plus, togetherin either case, with respect accrued and unpaid interest thereon to the Notes being redeemedredemption date. On or after the applicable Par Call Date, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems may redeem the Notes, in whole or in part, at any time and from time to time, at a portion and not all redemption price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed plus accrued and unpaid interest thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Notice of any redemption will 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. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in part only, the Company shall redeem (a) not less than $250,000 in notice of redemption that relates to the note will state the portion of the principal amount of the outstanding Notes or (b) note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the event that less than $250,000 in principal amount name of the Notes remains outstanding, not less than the remaining principal amount holder of the outstanding Notesnote upon surrender for cancellation of the original note. The Company shall give written notice of For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes pursuant shall be done in accordance with the policies and procedures of the depositary. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption. In accordance with Section 11.03 of the Base Indenture, except as described under this Section 11.1 3.1 or Section 3.2 of this Fourth Supplemental Indenture, the Notes will not otherwise be redeemable by the Company at least five (5) days and not more than ten (10) days the Company’s option prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceStated Maturity.

Redemption at the Option of the Company. (a) The provisions of Sections 3.01, 3.02 (subject to Sections 1.10(d) and (e) hereof) and 3.03 of the Original Indenture shall apply to the Debentures. (b) The Company maymay redeem the Debentures at its option in whole at any time or in part from time to time: (i) during the three-month period prior to, and including, the First Reset Date or the three-month period prior to, and including, each subsequent Reset Date (each such period, a “Par Call Period”), at any time, redeem the principal amount of the Notes, in whole or in part, by paying to the Holders thereof an amount a Redemption Price equal to the 100% of the principal amount of the Notes to be redeemed Debentures being redeemed; and (the “Optional ii) on any date that is not within a Par Call Period, at a Redemption Price”) as of the date fixed for such redemption, together, with respect Price equal to the Notes being redeemed, with all interest accrued pursuant to the terms greater of the Notes and unpaid (including default interest to the extent applicableA) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all 100% of the principal amount of the outstanding NotesDebentures being redeemed and (B) the sum of the present values of the remaining scheduled payments of principal of and interest on the Debentures being redeemed discounted to the Redemption Date (assuming the Debentures matured on the next following Reset Date (the “Reference Date”)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, less interest accrued to the Redemption Date; plus, in each case, any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Company Redemption Date; provided that no partial redemption pursuant to this Section 1.10(b) shall redeem (a) not less than be effected unless $250,000 in 25 million aggregate principal amount of the outstanding Notes Debentures, excluding any Debentures held by the Company or any of the Company’s affiliates, shall remain Outstanding after giving effect to such redemption and all accrued and unpaid interest, including deferred interest (band compounded interest, if any), must be paid in full on all Outstanding Debentures for all Interest Payment Dates occurring on or before the Redemption Date. (c) The Company may redeem the Debentures in whole, but not in part, at any time: (i) within ninety (90) days of the event that less than $250,000 in occurrence of a Tax Event, at a Redemption Price equal to 100% of the principal amount of the Notes remains outstandingDebentures being redeemed plus any accrued and unpaid interest thereon (including compounded interest, not less than if any) to, but excluding, the remaining Redemption Date; (ii) within ninety (90) days following the occurrence of the date on which the Company has reasonably determined that, as a result of (1) any amendment to, or change in, the laws or regulations of the jurisdiction of the Company’s Capital Regulator that is enacted or becomes effective on or after the Original Issue Date, (2) any proposed amendment to, or change in, those laws or regulations that is announced or becomes effective on or after the Original Issue Date, or (3) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced on or after the Original Issue Date, a Regulatory Capital Event has occurred, at a Redemption Price equal to 100% of the principal amount of the outstanding Notes. The Company shall give written notice Debentures being redeemed plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Redemption Date; or (iii) within ninety (90) days after the occurrence of a Rating Agency Event, at a redemption price equal to 102% of the principal amount of the Debentures being redeemed plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Redemption Date. (d) In the case of partial redemption of the Notes pursuant Debentures, the particular Debentures to this Section 11.1 at least five (5) days and be redeemed will be selected not more than ten sixty (1060) days prior to the date fixed Redemption Date by the Trustee, from the Outstanding Debentures not previously called for redemption, pro rata or by lots or by such other method as the Trustee in its sole discretion deems fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Debentures; provided that, so long as the Debentures are in the form of Global Securities, such selection shall be made by DTC in accordance with its applicable procedures; provided further that the portions of the principal amount of any Debenture selected for redemption shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee shall promptly notify the Company in writing of the Debentures selected for redemption and, in the case of any Debentures selected for partial redemption. Such , the principal amount thereof to be redeemed. (e) The Company shall mail or cause to be mailed or electronically delivered (or transmitted in accordance with the Depositary’s standard procedures) at least 15 days, but not more than 60 days, before the Redemption Date, to each holder of Debentures to be redeemed with a copy to the Trustee. (f) If the Company gives notice of redemption shall in respect of any Debentures, then, prior to the Redemption Date, the Company will: (i) irrevocably deposit with the Trustee or a Paying Agent for the Debentures funds sufficient to pay the applicable Redemption Price of, and (except if the Redemption Date is an Interest Payment Date) accrued interest on, the Debentures to be delivered in redeemed; and (ii) give the manner specified in Section 12.3 hereof. Upon delivery Trustee or such Paying Agent, as applicable, irrevocable instructions and authority to pay the Redemption Price to the holders of the Debentures upon surrender of the Global Security (subject to the applicable procedures of DTC) or such other certificates as the Company may have issued evidencing the Debentures. (g) Once notice of redemptionredemption has been given and funds deposited as required, then, upon the date of the deposit, all rights of the holders of the Debentures so called for redemption will cease, except the right of the holders of the Debentures to receive the Redemption Price and any interest payable in respect of the Debentures on or prior to the Redemption Date and the Debentures will cease to be Outstanding. In the event that payment of the Redemption Price in respect of the Debentures called for redemption is improperly withheld or refused and not paid by the Company, as the case may be, covenants and agrees that it will redeem the Notes, interest on the date specified in such notice, Debentures will continue to accrue at the then-applicable Optional interest rate from the Redemption Price, together with interest accrued pursuant Date originally established by the Company for the Debentures to the terms date of the Notes and unpaid as of Redemption Price is actually paid, in which case the actual payment date will be the date fixed for such redemption for purposes of calculating the Redemption Price. (h) The Company shall give the Trustee prompt notice of the determination of any Redemption Price provided for in Sections 1.10(b) and (c) and the costs Trustee shall have no responsibility for determining such Redemption Price. (i) Unless the Company defaults in payment of the Redemption Price, on and expenses referred after the Redemption Date interest will cease to in accrue on the preceding sentenceDebentures or portions thereof called for redemption.

Redemption at the Option of the Company. (i) The Company may2023 Notes will be subject to redemption at the option of the Company, at any time, redeem the principal amount of the Notes, time in whole or from time to time in part, by paying upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of 2023 Notes to be redeemed as shown in the Holders thereof an amount Security Register. If the 2023 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the 2023 Notes to be (or portion of such 2023 Notes) being redeemed (the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest plus accrued pursuant to the terms of the Notes and unpaid interest thereon to but excluding the redemption date and (including default interest to ii) the extent applicable) as of the date of such payment and all reasonable out2023 Notes Make-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)Whole Amount, if any, incurred by the Holders and associated with such payment; provided, however, that in if the event that 2023 Notes are redeemed on or after the Company redeems a portion and not all 2023 Par Call Date, the redemption price will equal 100% of the principal amount of the outstanding 2023 Notes (or portion of such 2023 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company shall redeem will pay any interest installment due on a 2023 Notes Interest Payment Date which occurs on or prior to a redemption date to the Holders of the 2023 Notes as of the close of business on the 2023 Notes Regular Record Date immediately preceding such 2023 Notes Interest Payment Date. (aii) The 2048 Notes will be subject to redemption at the option of the Company, at any time in whole or from time to time in part, upon not less than $250,000 15 nor more than 30 days’ notice transmitted to each Holder of 2048 Notes to be redeemed as shown in the Security Register. If the 2048 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the outstanding 2048 Notes (or portion of such 2048 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (bii) in the event 2048 Notes Make-Whole Amount, if any; provided, however, that less than $250,000 in if the 2048 Notes are redeemed on or after the 2048 Par Call Date, the redemption price will equal 100% of the principal amount of the 2048 Notes remains outstanding(or portion of such 2048 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, not less than the remaining principal amount Company will pay any interest installment due on a 2048 Notes Interest Payment Date which occurs on or prior to a redemption date to the Holders of the outstanding Notes. 2048 Notes as of the close of business on the 2048 Notes Regular Record Date immediately preceding such 2048 Notes Interest Payment Date. (iii) The Company shall give written notice of calculate the redemption price for each of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the 2023 Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence2048 Notes.