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 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 an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the Adjusted Treasury applicable Comparable Government Bond 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 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 (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 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 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 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 (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 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 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 (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 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. (a) The Securities are redeemable at provisions of Article XI of the Company’s electionBase Indenture, in whole or in partas supplemented by the provisions of this Supplemental Indenture, at shall apply to the Notes. (b) At any time and from time to time. If , the Company redeems Notes shall be redeemable, as a whole or in part, at the Securities Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the First Par Call Dateregistered address of each Holder of the Notes to be redeemed, 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 redeemed, or (2ii) as determined by an Independent Investment Bankerthe Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and 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 to and unpaid to, but not including, the date of redemptionRedemption Date) discounted to the redemption date Redemption Date on a semiannual basis (basis, assuming a 360-day year consisting of twelve 30-day months) , at the Adjusted Treasury Rate, Rate plus 20 25 basis points; , plus, in either of the above casescase, 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 Dateto, but not including, the Company will pay a redemption price equal to 100% of Redemption Date for such Notes; provided, however, if the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that Redemption Date is on or after a Regular Record Date and on or before the related prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the Regular Record Date. (c) On and after the Redemption Date for such Notes, interest will cease to accrue on such 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 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 on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be paid to selected by the person Trustee by such method as the Trustee and the Depositary deems appropriate; provided, however, that in whose name the Security is registered at the close no event, shall Notes of business on such Regular Record Date. The Company a principal amount of $1,000 or less be redeemed in part. (d) 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 redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at its registered address, except that redemption notices may be mailed more than 60 least 15 days prior to the date of the giving of such notice (unless a redemption date shorter notice shall be satisfactory to the Trustee). 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 issued given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in connection with a defeasance clause (b), shall be set forth in an Officer’s Certificate of the Securities or a satisfaction and discharge Company 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 foregoingapplicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the following terms have the following meanings:Redemption Date.

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 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 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 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 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 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 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 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 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 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 at (a) At any time prior to (i) the Company’s electionPar Call Date (as defined below) in respect of a series of Fixed Rate Notes other than the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes and (ii) the Stated Maturity with respect to the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, the Company may redeem Fixed Rate Notes of such series, 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: of (1i) 100% of the principal amount of the Securities Fixed Rate 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 (not including any portion of such payments of excluding interest accrued to the date Redemption Date) on the Fixed Rate Notes to be redeemed from the Redemption Date to either (A) the Par Call Date of redemptionsuch series of Fixed Rate Notes other than the 2-Year Fixed Rate Notes or the 3-Year Fixed Rate Notes or (B) the Stated Maturity in the case of the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, in each case, 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 applicable Treasury RateRate plus the Make-Whole Basis Points applicable to such series of Fixed Rate Notes, plus 20 basis points; plus, in either of the above caseseach case, accrued and unpaid interest interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to but excluding the Redemption Date (the "Fixed Rate Make Whole Redemption Price"). (b) Subject to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities immediately following sentence, at any time on or after the First Par Call DateDate in respect of a series of Senior Notes, the Company will pay may redeem Senior Notes of such series, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities Senior Notes being redeemed, plus any interest accrued but not paid to, but excluding, the Redemption Date (such redemption, a "Par Call"). The 18-Month Floating Rate Notes, the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes shall not be subject to be redeemed plus accrued interest to a Par Call. (c) In the redemption date. If the Company selects event of a redemption date that where the Fixed Rate Make Whole Redemption Price is on or after a Regular Record Date and on or before the related Interest Payment Datepayable, the accrued and unpaid interest, if any, Treasury Rate shall be paid to calculated on the person in whose name third Business Day preceding the Security is registered at the close Redemption Date. (d) Notice of business on such Regular Record Date. The Company redemption shall mail or cause to be mailed a notice or otherwise delivered in accordance with the applicable procedures of redemption the Depository in accordance with Section 11.04 of the Base Indenture at least 15 days, fifteen (15) but not more than 60 days, sixty (60) days before the redemption date 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 redeemed. If less than 60 days prior to a redemption date if the notice is issued in connection with a defeasance all of the Securities or a satisfaction and discharge Senior Notes then Outstanding of any series are to be redeemed, the Indenture. Notices of redemption may not be conditional. Unless Trustee will select the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities particular Senior Notes or portions thereof called for redemption. Securities called for redemption become due on in accordance with Section 11.03 of the date fixed for redemption. Base Indenture. (e) For the purposes of the foregoingthis Section, the following terms have the following meaningsbelow are defined as follows:

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 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 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. (a) The Securities are redeemable at provisions of Article XI of the Company’s electionBase Indenture, in whole or in partas supplemented by the provisions of this Supplemental Indenture, at shall apply to the Notes. (b) At any time and from time to time. If , the Company redeems Notes shall be redeemable, as a whole or in part, at the Securities Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the First Par Call Dateregistered address of each Holder of the Notes to be redeemed, 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 redeemed, or (2ii) as determined by an Independent Investment Bankerthe Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and 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 to and unpaid to, but not including, the date of redemptionRedemption Date) discounted to the redemption date Redemption Date on a semiannual basis (basis, assuming a 360-day year consisting of twelve 30-day months) , at the Adjusted Treasury Rate, Rate plus 20 25 basis points; , plus, in either of the above casescase, 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 Dateto, but not including, the Company will pay a redemption price equal to 100% of Redemption Date for such Notes; provided, however, if the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that Redemption Date is on or after a Regular Record Date and on or before the related prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the Regular Record Date. (c) On and after the Redemption Date for such Notes, interest will cease to accrue on such 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 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 on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be paid to selected by the person Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in whose name the Security is registered at the close no event, shall Notes of business on such Regular Record Date. The Company a principal amount of $1,000 or less be redeemed in part. (d) 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 redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at its registered address, except that redemption notices may be mailed more than 60 least 15 days prior to the date of the giving of such notice (unless a redemption date shorter notice shall be satisfactory to the Trustee). 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 issued given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in connection with a defeasance clause (b), shall be set forth in an Officer’s Certificate of the Securities or a satisfaction and discharge Company 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 foregoingapplicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the following terms have the following meanings:Redemption Date.

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 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 (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 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 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 (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 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) 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 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 (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 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 the Company’s electionIssuer may redeem all or, in whole or in part, at any time and from time to time. If , a part of the Company redeems the Securities prior to the First Par Call DateNotes, the Company will pay a at its option, at redemption price prices equal to the greater of: (1) 100% of the principal amount of the Securities Notes being redeemed plus accrued interest, if any, to be redeemed then outstanding; andthe redemption date, plus the excess of: (2a) as determined by an Independent Investment Bankerthe calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be Notes being redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments payment of interest accrued to on the date of redemption) , from the redemption date to the maturity date, discounted to the redemption date on a semiannual semi-annual basis A-7 (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, Rate 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 over (b) 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption dateNotes being redeemed. If the Company selects a optional redemption date that is on or after a Regular Record Date an interest record date and on or before the related Interest Payment Dateinterest 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 Daterecord date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. The Company shall mail In the case of any partial redemption, the Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or cause by such other method as the Trustee in its sole discretion will deem to be mailed a fair and appropriate, although 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 notice of redemption at least 15 days, but not more than 60 days, before relating to that Note will state the redemption date to each Holder portion of the Securities principal amount thereof to be redeemed at its registered addressredeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, except that redemption notices may be mailed more than 60 days prior to a redemption date if or in the notice is case of Definitive Notes, issued in connection with a defeasance the name of the Securities or a satisfaction and discharge Holder thereof upon cancellation 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:original Note.

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 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 Issuers or the Company may choose to redeem all or any portion of the Notes, at any time and from time to time prior to January 15, 2027, upon payment of a Redemption Price calculated by the Issuers equal to the greater of: (a) 101% of the principal amount of the Notes to be redeemed; and (b) the present value at the Company’s electionRedemption Date of (1) the Redemption Price of the Notes to be redeemed at January 15, 2027 (based on (x) the Initial Rate of Interest if the Sustainability Performance Target of the Parent has been satisfied and the Sustainability Performance Target of the Parent has been confirmed by the External Verifier or (y) the Subsequent Rate of Interest if the Sustainability Performance Target of the Parent has not been satisfied and/or the Sustainability Performance Target of the Parent has not been confirmed by the External Verifier) plus (2) the remaining scheduled payments of interest (calculated using the Initial Rate of Interest) from the Redemption Date through January 15, 2027 (but excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 50 basis points, plus, in either case, accrued and unpaid interest, if any, 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). The Trustee shall have no obligation to calculate or verify any make-whole premium. On and after January 15, 2027, the Issuers or the Company may redeem the Notes, 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 following redemption prices (expressed as a redemption price equal to the greater of: (1) 100% percentage 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 Notes to be redeemed. If the Company redeems the Securities on or after the First Par Call Date) set forth below, 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 to but excluding the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date), if redeemed during the twelve-month period beginning on January 15 of each of the years indicated below: Year Percentage (if the Sustainability Performance Target of the Parent has been satisfied and the Sustainability Performance Target of the Parent has been confirmed by the External Verifier) Percentage (if the Sustainability Performance Target of the Parent has not been satisfied and/or the Sustainability Performance Target of the Parent has not been confirmed by the External Verifier) 2027 101.813 % 101.938 % 2028 101.208 % 101.292 % 2029 100.604 % 100.646 % 2030 and thereafter 100.000 % 100.000 % Prior to January 15, 2027, the Issuers or the Company may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 103.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, 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); provided that (i) at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and (ii) such redemption occurs within 120 days after the closing of such Equity Offering. 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 Issuers or 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 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 of twelve 30-day monthsthe "REDEMPTION PAYMENT DATE"), which date shall be ten (10) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to business days after 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 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 35 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 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 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. (a) The Securities are redeemable Issuer may redeem the Notes at its option and sole discretion, at any time or from time to time prior to the Company’s electionPar Call 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 Date, the Company will pay a redemption price Redemption Price equal to the greater of: of (1i) 100% of the principal amount of the Securities to be redeemed then outstandingNotes being redeemed; 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 Interest thereon 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 Interest accrued to as of the date of redemptionRedemption Date) 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, ) plus 20 25 basis points; , plus, in either of the above caseseach case, accrued and unpaid interest Interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the date corresponding Interest Payment Date, the Issuer will pay the full amount of redemption accrued and unpaid Interest, if any, on such Interest Payment Date to the Holder of record of the Notes at the close of business on the Securities to be redeemedcorresponding Record Date (instead of the Holder surrendering its Notes for redemption). If Notwithstanding the Company redeems foregoing, if the Securities Notes are redeemed on or after the First Par Call Date, the Company Redemption Price will pay a redemption price be equal to 100% of the principal amount of the Securities Notes being redeemed, plus accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date. (b) If any Redemption Date falls on a day that is not a Business Day, the required payment of the Redemption Price 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 to the date of such payment on the next succeeding Business Day. (c) If the Issuer elects to redeem the Notes in part, the Trustee will select the Notes to be redeemed plus accrued interest (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) on a pro rata basis, by lot or such other method it deems fair and appropriate and in accordance with the applicable procedures of the Depositary. (d) The Issuer will not redeem the Notes pursuant to this Section 2.11 on any date if the redemption date. If principal amount of the Company selects a redemption date that is Notes has been accelerated, and such acceleration has not been rescinded or cured on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, prior to such date. (e) Notice of redemption pursuant to this Section 2.11 shall be paid to given in the person manner provided 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 Sections 106 and 1104 of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more Base Indenture not later than 15 days and not earlier than 60 days prior to a redemption date if the notice is issued in connection with a defeasance Redemption Date, to each Holder of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not Notes to 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:redeemed.

Optional Redemption. (a) The Securities are redeemable at Issuer shall have the Company’s electionoption to redeem the Notes, in whole or but not in part, as to the then outstanding Notes, on any Note Payment Date (the "REDEMPTION DATE") after the aggregate principal amount of the then outstanding Notes is less than 10% of the original aggregate principal amount of the Notes, at the applicable Redemption Price plus any time fees due hereunder. The Issuer shall set the Redemption Date and the Redemption Record Date and give notice thereof to the Trustee pursuant to Section 18(b). Installments of interest and principal due on or prior to a Redemption Date shall continue to be payable to the Noteholders called for redemption as of the relevant Record Dates according to their terms and the provisions of Section 7 of the Indenture. The election of the Issuer to redeem any Notes pursuant to this Section 18 shall be evidenced by a Board Resolution directing the Trustee to make the payment of the applicable Redemption Price on all of the Notes to be redeemed from time monies deposited with the Trustee pursuant to timeSection 18(d). If the Company redeems the Securities The Issuer shall, at least 15 days prior to the First Par Call Redemption Date, notify the Company will pay Trustee of such Redemption Date. (b) Upon receipt of such notice set forth in Section 18(a), the Trustee shall provide notice of such redemption by first-class mail, postage prepaid, mailed no later than the three Business Days following the date on which such notice was received, to each Person who is a Noteholder on the Record Date preceding the Redemption Date, at his address in the Note Register. All notices of redemption price equal to the greater ofshall state: (1) 100% of the principal amount of Redemption Date; (2) the Securities to be redeemed then outstandingRedemption Price; and (23) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest that 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 Redemption Date, the Company Redemption Price will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued become due and payable upon each such Note, and that 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 thereon shall cease to accrue on the Securities Redemption Date if the Redemption Price is paid on such date. Notice of redemption of Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or portions thereof called any defect therein, to any Noteholder selected for redemptionredemption shall not impair or affect the validity of the redemption of any other Note. (c) On or before the Business Day next preceding any Redemption Date, the Issuer shall deposit with the Collateral Agent an amount of monies sufficient to pay the Redemption Price of all Notes which are to be redeemed on such Redemption Date plus any fees due hereunder. (d) Notice of redemption having been given as provided in Section 18(d), the Notes shall, on the Redemption Date, become due and payable at the Redemption Price and on such Redemption Date (unless the Issuer shall default in the payment of the Redemption Price) such Notes shall cease to bear interest. Securities The Noteholders shall be paid the Redemption Price by the Trustee on behalf of the Issuer after payment of all amounts then owing to the Trustee, the Collateral Agent and the Servicer if the Servicer is not an Affiliate of Transmedia; PROVIDED, HOWEVER, that installments of principal and interest which are due on or prior to the Redemption Date shall be payable to the Noteholders registered as such on the relevant Record Dates according to their terms and the provisions of Section 7 of the Indenture. If the holders of any Note called for redemption become due on the date fixed for redemption. For purposes of the foregoingshall not be so paid, the following terms have principal and premium, if any, shall, until paid, bear interest from the following meanings:Redemption Date at the Note Interest Rate.

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: one hundred and twenty percent (1120%) 100% 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 ten (10) 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 twelfth (12th) 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 be paid to the person in whose name the Security is registered at the close Note. A Notice 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 Redemption may be mailed more than 60 days prior to a redemption date if given by the notice Company, provided an Event of Default, as described in the Note has not occurred and is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenturecontinuing. 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 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 [October 15, 2028]* / [November 15, 2031]** (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) 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 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 then outstanding being redeemed, plus accrued and unpaid interest 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 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 Redemption Date, if the next such succeeding Business Day falls on or after a Regular Record Date and on or before day in the related Interest Payment next succeeding calendar year with respect to a 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 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 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. (a) No sinking fund is provided for the Notes. The Securities are Notes shall not be redeemable by the Company prior to October 1, 2015. On any Business Day on or after October 1, 2015, the Company may redeem (an “Optional Redemption”) the Notes for cash, at the Company’s electionits option, in whole or but not in part, if the Last Reported Sale Price of the Common Stock has been at any time and from time to time. If least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company redeems provides the Securities prior to the First Par Call DateRedemption Notice in accordance with Section 11.03, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company will pay a provides the Redemption Notice in accordance with Section 11.03. (b) The redemption price at which the Notes are redeemable (the “Redemption Price”) shall be 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 Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities Notes 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 payable in cash, 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 (ii) accrued and unpaid interest, if any, shall be paid to, but excluding, the Redemption Date, payable in cash, plus (iii) the Make-Whole Premium; provided, however, that if the Redemption Date is after a Regular Record Date but on or prior to the person in whose name immediately succeeding Interest Payment Date, the Security is registered at Company shall not pay accrued and unpaid interest to any Holder surrendering its Notes for redemption, and shall instead pay the full amount of accrued and unpaid interest on such Interest Payment Date to the Holder of record as of the close of business on such Regular Record Date, and the Make-Whole Premium to be delivered by the Company with respect to such Notes to converting or redeeming Holders shall equal the present values of all remaining scheduled payments of interest on such Notes, starting with the next Interest Payment Date for which interest has not been provided for herein (but otherwise calculated as described in the definition of Make-Whole Premium). The Trustee shall have no duty to determine or calculate the Make-Whole Premium, which shall be determined by the Company in accordance with the provisions of this Supplemental Indenture, and the Trustee shall not be under any responsibility to determine the correctness of any such determination and/or calculation and may conclusively rely on the correctness thereof. (c) Upon any redemption in accordance with this Article 11, the Company shall pay or deliver, as the case may be, the Make-Whole Premium with respect to the Notes called for redemption to Holders, at the Company’s option, in cash, shares of Common Stock or a combination of cash and shares of Common Stock and shall specify the type of consideration for the Make-Whole Premium (and, if a combination of cash and Common Stock, the dollar amount of the Make-Whole Premium to be paid in cash) in the Redemption Notice delivered by the Company pursuant to Section 11.03. If the Company does not specify the type of consideration for payment of the Make-Whole Premium in the Redemption Notice, the Company shall pay the Make-Whole Premium entirely in cash. The Company shall mail may elect to pay the Make-Whole Premium or cause any portion thereof, subject to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder fulfillment by the Company of the Securities conditions set forth in Section 11.02(h), by delivering the number of shares of Common Stock equal to (i) the amount of the Make-Whole Premium (or such lesser portion thereof that the Company elects to pay in shares of Common Stock if the Company elects to deliver the Make-Whole Premium in a combination of cash and shares of Common Stock), divided by (ii) the product of (x) the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the third Trading Day immediately preceding the Redemption Date and (y) 98.0%. (d) The Company shall pay the Make-Whole Premium on all Notes called for redemption on or after October 1, 2015. (e) Any issuance of shares of Common Stock in respect of the Make-Whole Premium shall be redeemed at its registered address, except that redemption notices may be mailed more than 60 days deemed to have been effected immediately prior to a the close of business on the Redemption Date, and the Person or Persons in whose name or names any stock certificate or stock certificates representing shares of Common Stock shall be issuable upon such 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 Make-Whole Premium shall be deemed to have become the redemption date, interest shall cease to accrue holder or holders of record of the shares represented thereby on the Securities Redemption Date; provided, however, that if any Redemption Date falls on a day when the stock transfer books of the Company shall be closed, the Person or portions thereof called for redemption. Securities called for Persons in whose name or names any stock certificate or stock certificates representing shares of Common Stock shall be issuable upon such redemption in payment of the Make-Whole Premium shall be deemed to have become due the holder or holders of record of the shares represented thereby on the date fixed Business Day immediately following such Redemption Date. No payment or adjustment shall be made for redemptiondividends or distributions on any Common Stock for which the relevant Record Date occurred prior to the Redemption Date. For purposes A Holder receiving shares of Common Stock in respect of the foregoingMake-Whole Premium shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the close of business on the Redemption Date (or, if applicable as described in the proviso in the immediately preceding paragraph, the Business Day immediately following terms have the Redemption Date). (f) The Company shall not issue any fractional share of Common Stock upon payment of the Make-Whole Premium. Instead, the Company shall elect, in its sole discretion, to (1) pay cash in lieu of any fractional share of Common Stock based on the Last Reported Sale Price of the Common Stock on the Trading Day prior to the applicable Redemption Date or (2) round up the number of shares of Common Stock issuable upon conversion or redemption of Notes to the nearest whole number of shares. (g) Any issuance and delivery of stock certificates representing shares of Common Stock on delivery of the Make-Whole Premium shall be made without charge to the Holder of Notes being redeemed or converted or for any tax or duty in respect of the issuance or delivery of such stock certificates or the Notes represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issuance or delivery of stock certificates representing shares of Common Stock in a name other than that of the Holder of the Notes being redeemed, and no such issuance or delivery shall be made unless the Persons requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid. (h) The Company may, at its option, pay the Make-Whole Premium payable to Holders pursuant to Section 11.02(b) upon redemption of the Notes, in shares of Common Stock, if the following meaningsconditions are satisfied: (i) The shares of Common Stock to be so issued: (A) shall not require registration under any federal securities law before such shares may be freely transferable by a non-affiliate without being subject to any transfer restrictions under the Securities Act upon delivery or if such registration is required, such registration shall be completed and shall become effective prior to the Redemption Date; and (B) shall not require registration with, or approval of, any governmental authority under any state law or any other federal law before shares may be validly issued or delivered upon delivery or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the Redemption Date. (ii) Prior to the Redemption Date, the Company shall list or cause to have listed or quoted any shares of Common Stock to be issued upon redemption of Notes on any national securities exchange or automated quotation system on which the shares of Common Stock are then listed or quoted. (iii) All shares of Common Stock that may be issued upon redemption of Notes shall be newly issued shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge. (iv) If any of the conditions set forth in clauses (i) through (iii) of this Section 11.02(h) are not satisfied in accordance with the terms thereof, the Make-Whole Premium shall be paid by the Company solely in cash.

Optional Redemption. The Securities are redeemable (a) Prior to the Par Call Date, the Obligor may redeem the Senior 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: : (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 thereon discounted to the Securities to be redeemed that would be due if such Securities Redemption Date (assuming the Senior 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 points; , less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Senior Notes to be redeemed, plus, in either of the above casescase, accrued and unpaid interest thereon to the date Redemption Date (subject to the right of redemption Holders of record on the Securities relevant Record Date to be redeemedreceive interest due on the relevant Interest Payment Date). If the Company redeems the Securities on On or after the First Par Call Date, the Company will pay Obligor may redeem the Senior 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 Senior Notes being redeemed plus accrued and unpaid interest thereon to 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). Senior Notes called for redemption become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest to the redemption date. If Redemption Date (subject to the Company selects a redemption date that is right of Holders of record on or after a Regular the relevant Record Date and to receive interest due on or before the related relevant Interest Payment Date); provided that, at the Obligor’s option and discretion, a redemption may be 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 Obligor or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, the accrued applicable notice of redemption shall describe each such condition, and unpaid interest, if any, such notice may be rescinded in the event that any or all such conditions shall be paid not have been satisfied or otherwise waived on or prior to the person in whose name Business Day immediately preceding the Security is registered at the close of business on such Regular Record relevant Redemption Date. The Company Obligor shall mail or cause notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be mailed a satisfied or it is not able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Senior Notes called for redemption will become due and payable on the Redemption Date and at least 15 days, but not more than 60 days, before the applicable Redemption Price. Notices of redemption date will be mailed to each Holder of the Securities Senior Notes to be redeemed at its registered addressaddress by first-class mail (or delivered in accordance with the procedures of the Depositary in respect of Global Notes), except with a copy to the Trustee, at least 10 but not more than 60 days before the Redemption Date. On and after the Redemption Date, interest will cease to accrue on any Senior Notes that are redeemed unless the Obligor defaults in payment of the Redemption Price. Any redemption notices may pursuant to this Section 2.06(a) shall be mailed made pursuant to the provisions of Section 2.06(b) through (k) below. (b) If the Obligor elects to redeem the Senior Notes pursuant to the optional redemption provisions of Section 2.06(a) above, it shall furnish to the Trustee, at least 10 days but not more than 60 days before the Redemption Date, an Officer’s Certificate setting forth (1) the Redemption Date and (2) the CUSIP and/or ISIN numbers of the Senior Notes. (c) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate (including, in the case of Senior Notes represented by Global Notes, in accordance with the procedures of DTC), and may provide for the selection for redemption of portions (so that any Senior Notes remaining after such selection are equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes. (d) The Trustee shall promptly notify the Obligor in writing of the Senior Notes selected for redemption date and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed. (e) For all purposes of this Third Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (f) Notice of redemption of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof, by first-class mail, postage prepaid, mailed (or otherwise delivered in accordance with the procedures of DTC) not fewer than 10 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) the principal amount of Senior Notes to be redeemed and if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is issued in connection with a defeasance of the Securities or a satisfaction given and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.06(j); (iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Base Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be given by the Obligor with a copy to the Trustee or, at the Obligor’s request, by the Trustee in the name and at the expense of the Obligor; provided, however, that if the Obligor requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five Business Days before such notice is required to be sent to the Holders (or such shorter period as shall be acceptable to the Trustee). (g) Notice of any redemption of Senior Notes pursuant to this Section 2.06 may, at the Obligor’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 Obligor or another entity). If any redemption is subject to satisfaction of one or more conditions precedent, the applicable notice of redemption 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 Obligor shall notify Holders and the Trustee of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Obligor shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Senior Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price as set forth in this Section 2.06. (h) On or prior to 11:00 a.m., New York City time, on any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Base Indenture) an amount of money sufficient to pay the Redemption Price of all the Senior Notes which are to be redeemed on that date. (i) On and after the Redemption Date, interest shall will cease to accrue on the Securities Senior Notes or portions any portion thereof called for redemption, unless the Obligor defaults in the payment of the Redemption Price and accrued interest, if any. Securities Upon surrender of such Senior Notes for redemption in accordance with the notice, such Senior Notes shall be paid by the Obligor at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of Section 2.06 of the Base Indenture. If any Senior Note called for redemption become due on the date fixed shall not be so paid upon surrender thereof for redemption. For purposes , the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (j) Any Senior Note that is a Definitive Note that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Obligor pursuant to Section 9.02 of the foregoingBase Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the following terms Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and upon receipt of an Authentication Order, the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the expense of the Obligor, a new Senior Note or Senior Notes in certificated form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered. (k) The Obligor’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no obligation to calculate or verify the following meanings:calculation of the Redemption Price.

Optional Redemption. The Securities are redeemable at Issuer has the Company’s election, in whole option to redeem all or in part, a portion of the Notes at any time and time, or 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: (1) 100% of the principal amount of the Securities Notes to be redeemed then outstanding; redeemed, and (2) as determined by an the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on 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 and unpaid as of the date of redemption) ), discounted to the redemption date Redemption Date on a semiannual quarterly 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; 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 interestAdditional Amounts, if any, to but excluding, the Redemption Date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). If the Issuer chooses to redeem any Notes, it shall be paid required 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 deliver a notice of redemption at least 15 days, but to Holders of Notes (with a copy to the Trustee) not more less 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 30 nor more than 60 days prior to a redemption date if before the Redemption Date (which notice shall be irrevocable). If the Issuer is issued in connection with a defeasance redeeming less than all of the Securities Notes, the particular Notes to be redeemed will be selected by the Trustee by lot, pro rata, or in a satisfaction manner deemed fair and discharge appropriate by the Trustee, subject to the applicable procedures of the Indenture. Notices of redemption may not be conditionalDepositary. Unless the Company Issuer defaults in payment of the redemption priceRedemption Price, on and after the redemption dateRedemption Date, interest shall will cease to accrue on the Securities Notes or portions thereof of the Notes called for redemption. Securities called for redemption become due On or before any Redemption Date, the Issuer shall irrevocably deposit with the Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the date fixed for redemptionNotes to be redeemed on such date. For purposes Any notice to Holders of Notes of such a redemption needs to include the appropriate calculation (such calculation to be made by the Issuer) of the foregoingredemption price, but does not need to include the following terms redemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the Redemption Date. In no case will the Trustee have the following meanings:any duty to perform any calculations with respect to any 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 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 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 RateRate plus 12.5 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 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 25 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. (a) The Securities are redeemable at Issuer may, where the Company’s electionAggregate Outstanding Loan Balance as of the last day of any Collection Period shall be less than or equal to 10% of the Cutoff Date Pool Balance, effect an Optional Redemption, in whole or but not in part, on any Redemption Date (such Redemption Date shall be a Payment Date to be specified in a notice to be delivered to the Issuer and the Trustee at least 15 Business Days prior to such Redemption Date) by deposit in full of the Redemption Price in the Distribution Account for distribution to the Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York City time) on the business day preceding the applicable Payment Date whereupon all such Notes shall be due and payable on the applicable Payment Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02. The Servicer or the Issuer will furnish notice of such election to the Trustee, the Owner Trustee and the Rating Agency no later than 10 Business Days prior to the proposed Redemption Date and, provided that sufficient funds are received by the Servicer, the Servicer on behalf of the Issuer shall deposit in the Distribution Account an amount equal to the Redemption Price of the Notes to be redeemed on the Redemption Date. (b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.02, on the Redemption Date become due and payable at the Redemption Price with respect thereto and (unless such Redemption Price is not paid) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Servicer in the Distribution Account of an amount equal to the Redemption Price, the Indenture Collateral (other than the Transaction Accounts) shall cease to constitute assets of the Issuer and the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts). (c) The portion of the Redemption Price constituting payment of principal of the Notes shall be distributed to Noteholders in accordance with Section 7.06(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.06(a) of the Sale and Servicing Agreement. (d) The Issuer or the Servicer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Dateproposed Redemption Date set forth in any prior notice of Optional Redemption by providing written notice to the Trustee, the Company will pay a redemption price equal to Owner Trustee and the greater of: (1) 100% Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of such notice of Optional Redemption or the inability of the principal amount Issuer to complete an Optional Redemption of the Securities to be redeemed then outstanding; and (2) as determined by Notes will not constitute an Independent Investment Banker, the sum Event 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:Default.

Optional Redemption. The Securities are redeemable (a) At any time before the date that is thirty (30) days prior to the Maturity Date, the Company shall have the right to redeem the Notes at the Company’s electionits option and in its sole discretion, in whole or in part, at any time and from time to timetime in part. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a The redemption price (“Redemption Price”) will equal to the greater of: of (1i) 100% of the principal amount of the Securities Notes to be redeemed then outstandingplus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; and provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (2instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed or (ii) 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 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 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, Rate plus 20 basis points; pluspoints (0.20% or twenty one-hundredths of one percent), in either of the above cases, plus accrued and unpaid interest to thereon to, but excluding, the date of redemption on Redemption Date. Notwithstanding the Securities to be redeemed. If foregoing, if the Company redeems the Securities Notes are redeemed on or after the First Par Call date that is thirty (30) days prior to the Maturity Date, the Company Redemption Price will pay a redemption price be 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 be paid to accrued thereon to, but excluding, the person in whose name the Security is registered at the close of business on such Regular Record Redemption Date. . (b) The Company shall mail or cause not redeem the Notes pursuant 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 Section 4.1(a) on any date if the notice is issued in connection with a defeasance principal amount of the Securities Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from 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 Redemption Price with respect to the redemption date, interest shall cease Notes 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:be redeemed).

Optional Redemption. The Company may choose to redeem the Securities at any time; provided, however, that if the ABL Facility remains outstanding, the Securities may only redeemed at such time as the Payment Conditions are redeemable at satisfied. If it does so, it may redeem all or any portion of the Company’s election, in whole or in partSecurities, at any time and from time to once or over time, after giving the required notice under the Indenture. If To redeem the Company redeems the Securities prior to the First Par Call DateSecurities, 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 must pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). Any notice to Holders of such a redemption shall 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 delivered to the Trustee no later than two Business Days prior to the Redemption Date and the Trustee shall have no responsibility for calculating such redemption price. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, Incurrence of Debt or other transaction) may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), and/or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date as so delayed, and/or that such notice may be rescinded at any time by the Company if the Company determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). For the avoidance of doubt, if any redemption date shall be delayed as contemplated by this paragraph and the terms of the applicable notice of redemption, such redemption date as so delayed may occur, subject to the Applicable Procedures, at any time after the original redemption date set forth in the applicable notice of redemption and after the satisfaction (or waiver) of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original redemption date or more than 60 days after the applicable notice of redemption. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If the Company selects a redemption date that an optional Redemption Date is on or after a Regular Record Date record date and on or before the related an Interest Payment Date, the accrued and unpaid interest, if any, shall will be paid to the person or entity 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 record date, and no additional interest will be payable to Holders whose Securities shall cease be subject 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:repurchase.

Optional Redemption. The Securities are Notes will be redeemable at the Company’s election, in whole or in part, at the Company’s option, at any time and from time to time. If the Company redeems the Securities time prior to August 15, 2035 (three months prior to the First Stated Maturity Date) (such date, the “Par Call Date, the Company will pay ”) at a redemption price Redemption Price equal to the greater of: of (1the “Applicable Premium”) (a) 100% 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 thereon from the Securities Redemption Date to be redeemed that would be due if such Securities matured on the First Par Call Date (assuming for such purpose that the notes matured on the Par Call Date and 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 RateRate (as defined below), plus 20 15 basis points; , plus, in either of the above caseseach case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. The Notes will be redeemable in whole or in part, at the Company’s option, at any time and from time 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 Date, the Company will pay Date at a redemption price Redemption Price equal to 100% of the principal amount of the Securities 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 thereon to, but excluding, the Redemption Date. Further, installments of interest on any Notes to be paid optionally redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the applicable Interest Payment Date to the person in whose name Holders of the Security is registered at Notes as of the close of business on such the relevant Regular Record DateDate according to such Notes and the Indenture. The Company shall mail Notice of any redemption will be mailed, or cause to be mailed a notice of redemption at least 15 daysdelivered electronically if the Notes are held by DTC in accordance with DTC’s customary procedures, but not more less 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 10 days and not more than 60 days prior to a the Redemption Date to each Holder of Notes to be redeemed. Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of any equity offering or Change of Control, issuance of indebtedness or other transaction or event. Notice of any change to the timing set forth in the original notice of redemption will be given prior to the Redemption Date and in accordance with DTC’s applicable procedures. The Redemption Date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) and notice of any redemption may be rescinded at any time if the Company determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). The Company may provide in such notice is issued in connection with a defeasance that payment of the Securities or a satisfaction applicable Redemption Price and discharge the performance of the Indenture. Notices of its obligations with respect to such redemption may not be conditionalperformed by another person. Unless the Company defaults in payment of the redemption priceRedemption Price, on from 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 If less than all of the date fixed for redemptionNotes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by a method that the Trustee deems to be fair and appropriate. For purposes of the foregoingforegoing optional redemption provisions, the following terms have the following meaningsterm is applicable:

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 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 30 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 1The 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 Make-Whole Premium, if any is required to be paid. 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 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 (as defined below) plus 35 basis points. ‘‘Treasury Rate’’ means, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest with respect to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call any Redemption Date, the Company will pay a redemption price rate per annum equal to 100% the semiannual equivalent yield to maturity (computed as of the principal amount second Business Day immediately preceding such Redemption Date) of the Securities to be redeemed plus accrued interest Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal 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 Comparable Treasury Price for such 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 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. (a) The Securities are redeemable Issuer may redeem the Notes at its option and sole discretion, at any time or from time to time prior to the Company’s electionPar Call 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 Date, the Company will pay a redemption price Redemption Price equal to the greater of: of (1i) 100% of the principal amount of the Securities to be redeemed then outstandingNotes being redeemed; and or (2ii) as determined by an Independent Investment Bankerthe Quotient Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed Interest thereon 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 Interest accrued to as of the date of redemptionRedemption Date) 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 15 basis points; , plus, in either of the above caseseach case, accrued and unpaid interest Interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the date corresponding Interest Payment Date, the Issuer will pay the full amount of redemption accrued and unpaid Interest, if any, on such Interest Payment Date to the Holder of record of the Notes at the close of business on the Securities to be redeemedcorresponding Record Date (instead of the Holder surrendering its Notes for redemption). If Notwithstanding the Company redeems foregoing, if the Securities Notes are redeemed on or after the First Par Call Date, the Company Redemption Price will pay a redemption price be equal to 100% of the principal amount of the Securities Notes being redeemed, plus accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date. (b) If any Redemption Date falls on a day that is not a Business Day, the required payment of the Redemption Price 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 to the date of such payment on the next succeeding Business Day. (c) If the Issuer elects to redeem the Notes in part, the Trustee will select the Notes to be redeemed plus accrued interest (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), in the case of certificated notes, on a pro rata basis, by lot or such other method it deems fair and appropriate and, in the case of Global Notes held through the Depositary, in accordance with the applicable procedures of the Depositary. (d) The Issuer will not redeem the Notes pursuant to this Section 2.11 on any date if the redemption date. If principal amount of the Company selects a redemption date that is Notes has been accelerated, and such acceleration has not been rescinded or cured on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, prior to such date. (e) Notice of redemption pursuant to this Section 2.11 shall be paid to given in the person manner provided 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 Sections 106 and 1104 of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more Base Indenture not later than 15 days and not earlier than 60 days prior to a redemption date if the notice is issued in connection with a defeasance Redemption Date, to each Holder of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not Notes to 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:redeemed.

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 February 1, 2026 (the Company redeems the Securities date that is 1 month 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 10.0 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 redeemable at the Company’s election, in whole or in part, at At any time and from time prior to time. If January 20, 2035 (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 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. 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”). Bo▇▇▇▇▇▇’▇ 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 the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior (a) Prior to the First Par Call Date, the Company will pay at its option may redeem the Notes, in whole at any time or in part from time to time, upon payment of a redemption price equal to (A) the greater of: of (1i) 100% of the principal amount of the Securities Notes to be redeemed then outstandingon the redemption date; 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 (not including any portion of such payments of interest accrued to the date of redemption) thereon discounted to the redemption date (assuming the Notes to be redeemed are scheduled to mature on the 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 basis points; pluspoints less accrued and unpaid interest on such Notes to the date of redemption, plus (B) in either of the above caseseach case, accrued and unpaid interest to the date of redemption on the Securities Notes to be redeemed. If redeemed to, but not including, the Company redeems the Securities on redemption date. (b) On or after the First Par Call Date, the Company will pay at its option may redeem the Notes, in whole at any time or in part from time to time, upon payment of a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the redemption date. If . (c) The Company’s actions and determinations in determining 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, price shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. conclusive and binding for all purposes, absent manifest error. (d) The Company shall mail or cause to be mailed send 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 be mailed least 10 and not more than 60 days prior to the date fixed for redemption. Any notice to Holders of such a redemption date if shall include the appropriate manner of calculating the redemption price, but does not need to state the actual redemption price. The Company shall notify the Trustee, in writing, of the actual redemption price, calculated in the manner described above, promptly after such calculation, and the Trustee may rely upon the redemption price contained in any such notice is issued and the Trustee shall not be responsible for, or be liable in connection with a defeasance with, the calculation of the Securities such redemption price (or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditionalany component thereof) or for determining whether manifest error has occurred. Unless the Company defaults in on payment of the redemption price, interest will cease to accrue on and after the redemption date, interest shall cease to accrue date on the Securities Notes or portions thereof called for redemption. Securities called If fewer than all of the Notes are to be redeemed, the Trustee will select the particular notes or portions thereof for redemption become due on from the outstanding Notes not previously called (i) in the case of Global Notes, pursuant to the Depositary’s applicable procedures, and (ii) in the case of Definitive Notes, by lot. (e) Except with respect to a redemption issued pursuant to Section 2.09(a) of this Twelfth Supplemental Indenture, notice of any redemption of Notes in connection with a transaction or an event may, at the Company’s discretion, be given prior to the completion or the occurrence thereof. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the redemption date fixed for redemptionmay be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. For purposes The Company will provide written notice to the Trustee as soon as practicable but in any event no later than two days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt and at the Company’s request the Trustee will provide such notice to each Holder of the foregoing, Notes to be redeemed in the following terms have same manner in which the following meanings:notice of redemption was given.

Optional Redemption. (a) The Securities are redeemable Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Company’s electionMaturity 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 Date, the Company will pay a The redemption price (“Redemption Price”) will equal to the greater of: of (1i) 100% of the principal amount of the Securities Notes to be redeemed then outstanding; and or (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 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 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 RateRate plus 30 basis points (0.30% or thirtyone-hundredths of one percent), plus 20 basis points; plus, in either of the above caseseach case, accrued and unpaid interest thereon to the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of redemption record at the close of business on the Securities to be redeemedcorresponding Record Date (instead of the Holder surrendering its Notes for redemption). If Notwithstanding the Company redeems foregoing, if the Securities Notes are redeemed on or after the First Par Call DateMarch 15, 2024, the Company Redemption Price will pay a redemption price be 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 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 daysaccrued thereon to, but excluding, the Redemption Date. (b) The Issuer shall not more than 60 days, before redeem the redemption date Notes pursuant 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 Section 2.10(a) hereof on any date if the notice is issued in connection with a defeasance principal amount of the Securities Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a satisfaction and discharge of default by the Indenture. Notices of redemption may not be conditional. Unless Issuer in the Company defaults in payment of the redemption price, on and after Redemption Price with respect to the redemption date, interest shall cease Notes 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:be redeemed).

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 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) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. (b) The Securities are redeemable Issuer shall be entitled, at its option, to redeem the Company’s electionNotes, in whole or in part, at any time or times, pursuant to and from time to timein accordance with the terms of this Section 3.07. If the Company redeems the Securities Notes are redeemed prior to the First Par Call Redemption Date, the Company will pay a redemption price for the Notes to be redeemed will equal to the greater of: : (1i) 100% of the aggregate principal amount of the Securities Notes to be redeemed then outstanding; and redeemed, and (2ii) as determined by an Independent Investment Banker, amount equal to the sum of the present values value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through the Par Redemption Date of principal and interest 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 excluding accrued and unpaid interest accrued to the date of redemptionredemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment 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; points plus, in either each of the above cases, accrued and unpaid interest interest, if any, to the date of redemption on the Securities to be redeemedsuch Redemption Date. If the Company redeems the Securities Notes are redeemed on or after the First Par Call Redemption Date, the Company will pay a redemption price for the Notes to be redeemed will equal to 100% of the principal amount of the Securities to be redeemed such Notes 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 such redemption date. (c) Any notice of any redemption may be paid given prior to the person in whose name the Security is registered redemption thereof, and any such redemption or notice may, at the close of business on such Regular Record Date. The Company shall mail Issuer’s discretion, be subject to one or cause to be mailed a notice of redemption at least 15 daysmore conditions precedent, including, but not more limited to, completion of an equity offering or other corporate transaction. (d) If the Issuer redeems less than 60 days, before the redemption date to each Holder all of the Securities outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed at its registered address, except that in the manner described under Section 3.02 hereof. (e) Any redemption notices may pursuant to this Section 3.07 shall be mailed more than 60 days prior made pursuant to a redemption date if the notice is issued in connection with a defeasance provisions 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:Sections 3.01 through 3.06 hereof.

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, 2028, (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 30 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 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 address, except that redemption notices may will 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 next succeeding Business Day as if made on the date fixed on which such payment was due, and no interest will accrue on such payment for redemption. For purposes the period from and after such Redemption Date, as the case may be, to the date of such payment on the foregoingnext succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the following terms have required payment of principal, Make-Whole Premium, if any, or interest on the following meanings:Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.

Optional Redemption. The Securities are redeemable Commencing on August 11, 2021, Atlas may redeem, at the Company’s electionits option, in whole or in part, the Atlas Series H 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% $25.00 per share plus an amount equal to all accumulated Table 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 Contents 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 H 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 H Preferred Shares are to be redeemed, the number (and the identification) of shares to be redeemed from such holder, (c) the redemption price, (d) the place where the Atlas Series H 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 redeems outstanding Atlas Series H Preferred Shares are to be redeemed, the number of shares to be redeemed will be determined by Atlas, and such shares will be redeemed by such method of selection as the Securities on or after Depository shall determine, with adjustments to avoid redemption of fractional shares. So long as all Atlas Series H Preferred Shares are held of record by the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount 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 H Preferred Shares to be redeemed, and the Securities Depository will determine the number of Atlas Series H Preferred Shares to be redeemed plus accrued interest from the account of each of its participants holding such shares in its participant account. Thereafter, each participant will select the number of shares to be redeemed from each beneficial owner for whom it acts (including the participant, to the extent it holds Atlas Series H Preferred Shares for its own account). A participant may determine to redeem Atlas Series H Preferred Shares from some beneficial owners (including the participant itself) without redeeming Atlas Series H Preferred Shares from the accounts of other beneficial owners. So long as the Atlas Series H Preferred Shares are held of record by the nominee of the Securities Depository, the redemption price will be paid by the Paying Agent to the Securities Depository on the redemption date. If The Securities Depository’s normal procedures provide for it to distribute the Company selects a amount of the redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Dateprice in same-day funds to its participants who, the accrued and unpaid interestin turn, if any, shall be paid are expected to distribute such funds to the person in whose name persons for whom they are acting as agent. If Atlas gives or causes to be given a notice of redemption, then Atlas will deposit with the Security is registered at Paying Agent funds sufficient to redeem the Atlas Series H Preferred Shares as to which notice has been given by 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 daysbusiness, but not more New York City time, no later 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 Business Day immediately preceding the date fixed for redemption. For purposes , and will give the Paying Agent irrevocable instructions and authority to pay the redemption price to the holder or holders thereof upon surrender or deemed surrender (which will occur automatically if the certificate representing such shares is issued in the name of the foregoingSecurities Depository or its nominee) of the certificates therefor. If notice of redemption shall have been given, then from and after the following terms date fixed for redemption, unless Atlas defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, all dividends on such shares will cease to accumulate and all rights of holders of such shares as Atlas’ shareholders will cease, except the right to receive the redemption price, including an amount equal to accumulated and unpaid dividends through the date fixed for redemption, whether or not declared. ▇▇▇▇▇ will be entitled to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the redemption price of the shares to be redeemed), and the holders of any shares so redeemed will have no claim to any such interest income. Any funds deposited with the following meanings:Paying Agent hereunder by ▇▇▇▇▇ for any reason, including, but not limited to, redemption of Atlas Series H Preferred Shares, that remain unclaimed or unpaid after two years after the applicable redemption date or other payment date, shall be, to the extent permitted by law, repaid to Atlas upon Atlas’ written request, after which repayment the holders of the Atlas Series H Preferred Shares entitled to such redemption or other payment shall have recourse only to Atlas.

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. 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 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 February 15, 2034 (the First “Notes 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 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 but excluding accrued and unpaid interest accrued to but excluding the Redemption Date), computed using a discount rate equal to the applicable Treasury Yield (determined on the second business day immediately preceding the date of redemption) discounted to the redemption date on a semiannual plus 37.5 basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Ratepoints, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest interest, if any, to but excluding the Redemption Date (subject to the date right of redemption Holders of record on the Securities relevant record date to be redeemedreceive 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 Notes 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 be paid 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 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 relevant record 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, receive 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 redemptionrelevant Interest Payment Date). For purposes Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the foregoingRedemption Price, but need not include the following terms have Redemption Price itself. The actual Redemption Price must be set forth in an Officers’ Certificate of the following meanings:Company delivered to the Trustee no later than two Business Days (unless a shorter period is satisfactory to the Trustee) prior to the Redemption Date.