Common use of Optional Redemption Clause in Contracts

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

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

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

Optional Redemption. The Securities are redeemable Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, redeem the Company’s election, shares of Designated Senior Preferred Stock (i) in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to , on any Dividend Payment Date on or after the First Par Call Optional Redemption Date, the Company will pay or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the greater of: Liquidation Amount, together (1except as otherwise provided herein) 100% of the principal with 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 and interest on the Securities to be redeemed any dividends that would be due if such Securities matured on the First Par Call Date (have been declared but not including any portion of such payments of interest accrued to the date of redemption) discounted paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on a semiannual basis (assuming a 360-day year consisting the redemption date to the holder of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either such shares against surrender of the above cases, accrued and unpaid interest certificate(s) evidencing such shares to the date Issuer or its agent, if the shares of redemption Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable 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 occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on or after a Regular Record Date and on or before the related Interest Payment Dateredemption date, the accrued and unpaid interest, if any, but rather shall be paid to the person in whose name holder of record of the Security is registered at the close of business redeemed shares on such Regular Record record date relating to the Dividend Payment Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of 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 Notwithstanding the foregoing, the following terms have Issuer may not redeem shares of Designated Senior Preferred Stock without having received the following meanings:prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

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 Company may redeem the Securities are redeemable at the Company’s election, any time in whole or in part, at any time and from time to time. If the Company redeems the Securities its option, prior to the First Par Call Date, the Company will pay at a redemption price as calculated by the Company equal to the greater of: (1) : • 100% of the principal amount of the Securities to be redeemed then outstandingredeemed; and (2) as determined by an Independent Investment Banker, or • the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed thereon that would be due if such the Securities matured on the First Par Call Date (not including any portion of such payments exclusive of interest accrued to the date of redemption) ), discounted to the date of redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted then current Treasury Rate, Rate plus 20 50 basis points; , plus, in either of the above caseseach case, accrued and unpaid interest to interest, if any, on the amount being redeemed to, but excluding the date of redemption on the Securities to be redeemedredemption. If the Company redeems the elects to redeem any Securities on or after the First Par Call Date, the Company will shall pay a redemption price an amount equal to 100% of the principal amount of the Securities to be redeemed redeemed, plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to to, but excluding, the person in whose name the Security is registered at the close date of business on such Regular Record Dateredemption. The Company shall mail or cause to be mailed a notice Notice of redemption will be sent at least 15 days, 10 but not more than 60 days, days before the redemption date to each Holder holder of record of the Securities to be redeemed at its registered address, except that . The notice of 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 for the Securities will state, among other things, the series and amount of Securities to be redeemed, the redemption date, the redemption price and the place or a satisfaction places that payment will be made upon presentation and discharge surrender of the Indenture. Notices of redemption may not Securities to be conditionalredeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on and after any Securities that have been called for redemption at the redemption date. If fewer than all of the Securities are to be redeemed at any time, not more than 45 days prior to the redemption date, interest shall cease to accrue on the particular Securities or portions thereof called for redemption. Securities called for redemption become due on from the date fixed for redemptionoutstanding Securities not previously called shall be selected in accordance with the procedures of DTC. For purposes of the foregoing, the following terms The Trustee shall have the following meanings:no obligation to calculate any redemption price or premium.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Optional Redemption. The Securities 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. (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 are redeemable This Security is redeemable, at the option of the Company’s election, (a) prior to March 15, 2030, at any time in whole 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 Datea Redemption Price, the Company will pay a redemption price payable in cash, equal to the greater of: : (1x) 100% of the principal amount of the Securities to be redeemed then outstandingredeemed; and and (2y) as determined by an Independent Investment Banker, the sum of the present values of the remaining (as of the Redemption Date for such redemption) scheduled interest and principal payments of principal and interest on this Security (or the Securities portion hereof) 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 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 applicable Treasury Rate, Yield plus 20 40 basis points; plus, in either of the above cases, accrued and each case plus unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities that has accrued to, but excluding, such Redemption Date and (b) on or after the First Par Call DateMarch 15, the Company will pay 2030, at any time in whole, or from time to time in part, at a redemption price Redemption Price, payable in cash, equal to 100% of the principal amount of the Securities to be redeemed redeemed, plus unpaid interest that has accrued interest to the redemption dateto, but excluding, such Redemption Date. If the Company selects a redemption date that such Redemption Date is on or after a Regular Record Date for this Security and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, payment of interest becoming due on such Interest Payment Date shall be paid payable, on such Interest Payment Date, to the person in whose name the Security is registered Holder of record hereof at the close of business on such Regular Record Date. The Company , and the Redemption Price shall mail or cause to be mailed a notice of redemption at least 15 daysnot include unpaid interest that has accrued to, but excluding, the Redemption Date. This Security shall not more than 60 days, before be redeemable by the redemption date to each Holder Company except as provided in the preceding sentences and the Indenture. This Security shall not be redeemable at the election of the Securities to be redeemed at its registered addressany Holder, except to the extent that redemption notices the principal of, and interest on, this Security may be mailed more than 60 days prior to a redemption date if the notice is issued accelerated in connection accordance with a defeasance of the Securities or a satisfaction and discharge Article 5 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 determining the foregoingRedemption Price with respect to redemptions occurring prior to March 15, 2030 the following terms have the following meaningsdefinitions are applicable:

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 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 principal amount of the Securities Notes to be redeemed then outstandingredeemed; andor (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 semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at a rate equal to the Adjusted sum of the Treasury Rate, Rate plus 20 50 basis points; , plus, in either case, 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 casesclose 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 on the Redemption Date, and unpaid interest (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 Depositary shall select the Notes to be redeemed in accordance with its operational arrangements. If the Notes are not Global Notes held by the Depositary, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of redemption on the Securities giving of such notice (unless a 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 redeemeddetermined if the Redemption Price cannot be determined at the time the notice is given. If the Company redeems Redemption Price cannot be determined at the Securities on or after the First Par Call Datetime such notice is to be given, the Company will pay a redemption price equal to 100% actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the principal amount of the Securities to be redeemed plus accrued interest Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption date. If having been given as provided in the Company selects a Indenture, the Notes called for redemption date that is shall become due and payable on or after a Regular Record the Redemption Date and on or before at the related Interest Payment Dateapplicable Redemption Price, the plus accrued and unpaid interest, if any, shall be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 daysto, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. For purposes of the foregoingincluding, the following terms have the following meanings:Redemption Date.

Optional Redemption. The Securities are redeemable At any time prior to March 15, 2023, the Company may redeem the Notes at the Company’s electionits option, in whole or from time to time in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including Redemption Price. At any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities time on or after the First Par Call DateMarch 15, 2023, the Company Notes will pay be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Securities Notes to be redeemed plus accrued interest thereon to the redemption dateRedemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company selects a will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Company shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date that is on or after a Regular Record Date and on or before the related Interest Payment Dateof redemption, the accrued and unpaid interest, if any, Notes to be redeemed in part. Neither the Company nor the Trustee shall be paid required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to the person in whose name the Security is registered be redeemed and ending at the close of business on such Regular Record Date. The Company shall mail or cause to be mailed a the day of mailing the relevant notice of redemption at least 15 daysredemption; or (ii) register the transfer of or exchange any Note, but not more than 60 daysor portion thereof, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on , except the date fixed for redemption. For purposes unredeemed portion of the foregoing, the following terms have the following meanings:any Note being redeemed in part.t.

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

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 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 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), 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. The Securities are redeemable Issuers will be entitled at their option to redeem all or any portion of the Company’s election, in whole or in part, Notes at any time and or from time to time. If the Company redeems the Securities time prior to April 6, 2028 (i.e., 60 days prior to maturity) (the First “Par Call Date”), the Company will pay at a redemption price equal to the greater of: (1) . 100% of the principal amount of the Securities to be redeemed then outstandingNotes being redeemed; andor (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 thereon that would be due after the related Redemption Date, but for such redemption, and calculated as if such Securities Notes being redeemed matured on the First Par Call Date (not including any portion of such payments of interest accrued to as of the date of redemptionRedemption Date) discounted to the redemption date Redemption Date on a semiannual an annual basis (assuming ACTUAL/ACTUAL (ICMA)) using a 360discount rate equal to the Comparable Government Bond Rate plus 45 basis points (such excess, if any, of “2.” over “1.”, the “Make-day year consisting of twelve 30-day months) at the Adjusted Treasury RateWhole Premium”), plus 20 basis points; plus, in either of the above caseseach case, accrued and unpaid interest thereon and any Additional Amounts 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 Issuers will pay the full amount of redemption accrued and unpaid interest and any Additional Amounts, if any, on such Interest Payment Date to the Holder of record at the close of business on the Securities to corresponding Record Date (instead of the Holder surrendering its Notes for redemption). In addition, the Notes may be redeemed. If the Company redeems the Securities redeemed on or after the First Par Call Date, the Company will pay Date at a redemption price equal to 100% of the principal amount of the Securities to be redeemed Notes being redeemed, plus accrued and unpaid interest thereon and any Additional Amounts to, but not including, the applicable Redemption Date. None of the Trustee or Agents shall be responsible for the calculation of, or otherwise required to verify, the redemption price. In addition, at any time, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the redemption date. If price paid to each other Holder in such tender offer plus, to the Company selects a redemption date that is on or after a Regular Record Date and on or before extent not included in the related Interest Payment Datetender offer payment, the accrued and unpaid interest, if any, shall be paid thereon, to, but excluding, the date of such redemption. In addition to the person foregoing, and as more thoroughly described in whose name Section 4.08 of the Security is registered at Indenture, 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 daysIssuers may redeem the Notes, in whole but not in part, at their discretion at any time upon giving not less than 15 nor more than 60 days’ prior notice to the Holders (which notice will be irrevocable), before at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the redemption date to each Holder of fixed by the Securities to be redeemed at its registered addressIssuers (a “Tax Redemption Date”) and all Additional Amounts, 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 any, then due 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 which will become due on the date fixed for redemption. For purposes Tax Redemption Date as a result of the foregoingredemption or otherwise (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if the Issuers determine that (x) they, or the relevant Guarantor, on the next date on which any amount would be payable in respect of the Notes or any Guarantee of the Notes, are required or would be required to pay Additional Amounts (but in the case of the relevant Guarantor, only if such amount payable cannot be paid by the Issuers or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), and (y) such payment obligation cannot be avoided by taking reasonable measures available to it (including by making payment through a different paying agent) (provided that changing the jurisdiction of organization of either Issuer or any Guarantor shall be deemed not to be a reasonable measure), and the requirement arises as a result of: (1) any amendment to, or change in, the following terms have laws, treaties or any regulations, rulings or other official guidance promulgated thereunder of a relevant Tax Jurisdiction which change or amendment is publicly and formally proposed and becomes effective on or after the following meanings:date of the Prospectus (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Prospectus, such later date); or (2) any amendment to, or change in, an official written interpretation or application of such laws, treaties, regulations, rulings or other official guidance (including by virtue of a holding, judgment, order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change is publicly and formally proposed and becomes effective on or after the date of the Prospectus (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Prospectus, such later date).

Optional Redemption. The Securities are redeemable Issuers will be entitled at their option to redeem all or any portion of the Company’s election, in whole or in part, Notes at any time and or from time to time. If the Company redeems the Securities time prior to January 24, 2030 (i.e., 90 days prior to maturity) (the First “Par Call Date”), the Company will pay at a redemption price equal to the greater of: (1) . 100% of the principal amount of the Securities to be redeemed then outstandingNotes being redeemed; andor (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 thereon that would be due after the related Redemption Date, but for such redemption, and calculated as if such Securities Notes being redeemed matured on the First Par Call Date (not including any portion of such payments of interest accrued to as of the date of redemptionRedemption Date) discounted to the redemption date Redemption Date on a semiannual an annual basis (assuming ACTUAL/ACTUAL (ICMA)) using a 360discount rate equal to the Comparable Government Bond Rate plus 40 basis points (such excess, if any, of “2.” over “1.”, the “Make-day year consisting of twelve 30-day months) at the Adjusted Treasury RateWhole Premium”), plus 20 basis points; plus, in either of the above caseseach case, accrued and unpaid interest thereon and any Additional Amounts 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 Issuers will pay the full amount of redemption accrued and unpaid interest and any Additional Amounts, if any, on such Interest Payment Date to the Holder of record at the close of business on the Securities corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Trustee shall not be responsible for the calculation of, or otherwise required to verify, any Make-Whole Premium. In addition, the Notes may be redeemed. If the Company redeems the Securities redeemed on or after the First Par Call Date, the Company will pay Date at a redemption price equal to 100% of the principal amount of the Securities to be redeemed Notes being redeemed, plus accrued and unpaid interest thereon and any Additional Amounts to, but not including, the applicable Redemption Date. None of the Trustee or Agents shall be responsible for the calculation of, or otherwise required to verify, the redemption price. In addition, at any time, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the redemption date. If price paid to each other Holder in such tender offer plus, to the Company selects a redemption date that is on or after a Regular Record Date and on or before extent not included in the related Interest Payment Datetender offer payment, the accrued and unpaid interest, if any, shall be paid thereon, to, but excluding, the date of such redemption. In addition to the person foregoing, and as more thoroughly described in whose name Section 4.08 of the Security is registered at Indenture, 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 daysIssuers may redeem the Notes, in whole but not in part, at their discretion at any time upon giving not less than 15 nor more than 60 days’ prior notice to the Holders (which notice will be irrevocable), before at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the redemption date to each Holder of fixed by the Securities to be redeemed at its registered addressIssuers (a “Tax Redemption Date”) and all Additional Amounts, 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 any, then due 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 which will become due on the date fixed for redemption. For purposes Tax Redemption Date as a result of the foregoingredemption or otherwise (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if the Issuers determine that (x) they, or the relevant Guarantor, on the next date on which any amount would be payable in respect of the Notes or any Guarantee of the Notes, are required or would be required to pay Additional Amounts (but in the case of the relevant Guarantor, only if such amount payable cannot be paid by the Issuers or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), and (y) such payment obligation cannot be avoided by taking reasonable measures available to it (including by making payment through a different paying agent) (provided that changing the jurisdiction of organization of either Issuer or any Guarantor shall be deemed not to be a reasonable measure), and the requirement arises as a result of: (1) any amendment to, or change in, the following terms have laws, treaties or any regulations, rulings or other official guidance promulgated thereunder of a relevant Tax Jurisdiction which change or amendment is publicly and formally proposed and becomes effective on or after the following meanings:date of the Prospectus (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Prospectus, such later date); or (2) any amendment to, or change in, an official written interpretation or application of such laws, treaties, regulations, rulings or other official guidance (including by virtue of a holding, judgment, order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change is publicly and formally proposed and becomes effective on or after the date of the Prospectus (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Prospectus, such later date).

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 (“Optional Redemption”). 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 Redemption Amount must be paid in good funds to the 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 unpaid interest, if any, shall be void. In the event that the Redemption Amount is 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 within six (6) months of the Securities to be redeemed at its registered addressdate of issue of this Note, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued upon receipt in connection with a defeasance full of the Securities or a satisfaction and discharge Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) of the Indenture. Notices of redemption may not be conditional. Unless any fees it received from 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 redemptionof issue of this Note. For purposes of If any Notes issued pursuant to the foregoingPurchase Agreement, in addition to this Note, are outstanding (collectively, the following terms have “Outstanding Notes”) and the following meanings:Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Optional Redemption. The Securities are redeemable This Security is redeemable, at the option of the Company’s election, (a) prior to December 15, 2030, at any time in whole 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 Datea Redemption Price, the Company will pay a redemption price payable in cash, equal to the greater of: : (1x) 100% of the principal amount of the Securities to be redeemed then outstandingredeemed; and and (2y) as determined by an Independent Investment Banker, the sum of the present values of the remaining (as of the Redemption Date for such redemption) scheduled interest and principal payments of principal and interest on this Security (or the Securities portion hereof) 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 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 applicable Treasury Rate, Yield plus 20 30 basis points; plus, in either of the above cases, accrued and each case plus unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities that has accrued to, but excluding, such Redemption Date and (b) on or after the First Par Call DateDecember 15, the Company will pay 2030, at any time in whole, or from time to time in part, at a redemption price Redemption Price, payable in cash, equal to 100% of the principal amount of the Securities to be redeemed redeemed, plus unpaid interest that has accrued interest to the redemption dateto, but excluding, such Redemption Date. If the Company selects a redemption date that such Redemption Date is on or after a Regular Record Date for this Security and on or before the related Interest Payment Date, then the accrued and unpaid interest, if any, payment of interest becoming due on such Interest Payment Date shall be paid payable, on such Interest Payment Date, to the person in whose name the Security is registered Holder of record hereof at the close of business on such Regular Record Date. The Company , and the Redemption Price shall mail or cause to be mailed a notice of redemption at least 15 daysnot include unpaid interest that has accrued to, but excluding, the Redemption Date. This Security shall not more than 60 days, before be redeemable by the redemption date to each Holder Company except as provided in the preceding sentences and the Indenture. This Security shall not be redeemable at the election of the Securities to be redeemed at its registered addressany Holder, except to the extent that redemption notices the principal of, and interest on, this Security may be mailed more than 60 days prior to a redemption date if the notice is issued accelerated in connection accordance with a defeasance of the Securities or a satisfaction and discharge Article 5 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 determining the foregoingRedemption Price with respect to redemptions occurring prior to December 15, 2030 the following terms have the following meaningsdefinitions are applicable:

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

Optional Redemption. (a) The Securities are redeemable 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 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 may redeem the Company’s electionNotes in accordance with Article Three of the Original Indenture, 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 Datescheduled maturity of the Notes, the Company will pay at a redemption price 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 of 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 exclusive of interest accrued to the date of redemptionapplicable Redemption Date) discounted to the redemption date such Redemption Date on a semiannual basis (semi-annual basis, assuming a 360-day year consisting of twelve 30-day months) , at the Adjusted then current Treasury Rate, Rate plus 20 50 basis points; , plus, in either of the above caseseach case, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls on or after the interest Record Date and on or prior to the date related Interest Payment Date, the Company shall pay the full amount of redemption accrued and unpaid interest, if any, on such Redemption Date to the Person in whose name the Note is registered at the close of business on the Securities to be redeemedcorresponding Record Date (instead of the Holder surrendering its Notes for redemption). If the Company redeems becomes obligated to pay, on the Securities next date on which any amount shall be payable with respect to the Notes, any Additional Amounts as a result of (i) any amendment to, or change in, the laws or regulations of a Relevant Taxing Jurisdiction which amendment or change is publicly announced and becomes effective after the First Par Call Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date) or (ii) any amendment to, or change in, an official written interpretation or application of such laws or regulations (including by virtue of a holding by a court of competent jurisdiction) which amendment or change is publicly announced and becomes effective after the Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing clauses (i) and (ii), a “Change in Tax Law”) and the Company cannot avoid any such payment obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction, but not including the substitution of an obligor), the Company will pay may, at its option, redeem the Notes then outstanding, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date). Notice of the Securities Company’s intent to redeem the Notes shall not be redeemed plus accrued interest given until the Company delivers to the redemption dateTrustee an opinion of independent tax counsel of recognized standing to the effect that there has been such Change in Tax Law which would entitle the Company to redeem the Notes hereunder and an Officers’ Certificate to the effect that the Company cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The foregoing provisions shall apply mutatis mutandis to any successor Person to the Company, after such successor Person becomes a party to the Indenture, with respect to a Change in Tax Law that is publicly announced and becomes effective after such successor Person becomes a party to the Indenture. The Company shall give not less than 30 nor more than 60 days’ prior written notice mailed by first-class mail to the registered address of each Holder or otherwise in accordance with the procedures of the Depository of any redemption; provided that the notice pursuant to the previous paragraph shall not be provided (i) earlier than 90 days before the next date on which the Company would be obligated to pay Additional Amounts and (ii) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. If the Company selects a redemption date that Redemption Date is on or after a Regular an interest Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid on the Redemption Date to the person Person in whose name the Security Note 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, no additional interest shall cease be payable to accrue on Holders whose Notes shall be subject to redemption by 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:Company.

Optional Redemption. The Securities are redeemable at Company may redeem the Company’s election, Notes in whole or in part, at any time and or from time to time. If the Company redeems the Securities time in part prior to the First Par Call DateStated Maturity, at its option, pursuant to the following terms: (a) At any time before March 15, 2030, the Company will pay a redemption price shall be 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 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 Remaining Scheduled Payments of such payments of interest accrued to the date of redemption) Notes, discounted to the 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 30 basis points, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest thereon to, but excluding, the redemption date. The redemption price shall be determined by the Company, and the Trustee shall have no duty to make or otherwise to verify any such determination made by the date of redemption on the Securities to be redeemed. If the Company redeems the Securities Company. (b) At any time on or after the First Par Call DateMarch 15, 2030, the Company will pay a redemption price shall be equal to 100% of the aggregate principal amount of the Securities Notes to be redeemed redeemed, plus accrued and unpaid interest to thereon to, but excluding, the redemption date. If Notwithstanding the Company selects foregoing, installments of interest on Notes that are due and payable on an interest payment date falling on or prior to a redemption date that is shall be payable on or after a Regular such interest payment date to the registered Holders as of the close of business on the relevant Record Date in accordance with the provisions of the Notes and the Indenture. On and after the redemption date for the Notes, interest shall cease to accrue on such Notes or before any portion thereof called for redemption, unless the related Interest Payment Date, Company defaults in the payment of the redemption price and accrued and unpaid 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 (except if the redemption date shall be paid to an interest payment date) accrued and unpaid interest, if any. If less than all of the person in whose name the Security is registered at the close of business on such Regular Record Date. The Company shall mail or cause Notes are to be mailed redeemed, the Notes to be redeemed shall be selected pro rata or by lot or by such method as the Trustee shall deem fair and appropriate, in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a notice minimum principal amount of $2,000 or less be redeemed in part. Notice of any redemption pursuant to this clause (5) shall be delivered at least 15 days, 10 days but not more than 60 days, days before the redemption date to each Holder of the Securities Notes to be redeemed (with a copy 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 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 in connection with a defeasance of given. If the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may price cannot be conditional. Unless determined at the Company defaults in payment of time such notice is to be given, the actual redemption price, on and after calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the 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, 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 redemption date fixed for redemption. For purposes of and at the foregoingapplicable redemption price, plus accrued and unpaid interest, if any, to, but excluding, the following terms have the following meanings:redemption date.

Optional Redemption. The Securities are redeemable at Company will have the Company’s election, in whole or in part, at option of redeeming any time 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) 100% of the principal amount of the Securities Note or Put Note 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 seven (27) 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 provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note or Put Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on 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 Subscriber no later than the fifth (assuming a 360-5th) 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; (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 Maximum Base Price is less than the Conversion Price calculated on the Redemption Date pursuant to Section 2.1(b)(i) of the Note or Put Note. Notices of redemption 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 Company shall have the right, at the Company’s election, in whole or in part's option, at any time time, and from time to time. If the Company redeems , on a Redemption Date on or after February 1, 2012, to redeem all or any part of the Securities prior to the First Par Call Date, the Company will pay at a redemption price payable in cash equal to the greater of: one hundred percent (1100%) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rateredeemed, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Upon surrender to the Paying Agent of a Security subject to Redemption, such Security shall be paid paid, to the person Holder surrendering such Security, at the Redemption Price plus accrued and unpaid interest to, but excluding, the Redemption Date, unless the Redemption Date is an interest payment date, in whose name which case such accrued and unpaid interest will instead be paid on such interest payment date to the Holder of record of such Security is registered at the close of business on the record date for such Regular Record Dateinterest payment. The Company shall mail or cause to be mailed a notice of redemption will make at least 15 days, but not more fourteen (14) semi-annual interest payments with respect to the Securities prior to redeeming any Securities under this PARAGRAPH 6. If the Paying Agent (other than 60 days, before the redemption date Company) holds on a Redemption Date money sufficient to each Holder of pay the aggregate Redemption Price with respect to all Securities to be redeemed at its registered addressredeemed, except that redemption notices may plus accrued and unpaid interest, if any, payable as provided in the Indenture upon Redemption, then (unless there shall be mailed more than 60 days prior to a redemption date if Default in the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, such aggregate Redemption Price or of such accrued and unpaid interest) on and after the redemption datesuch date such Securities shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue on accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the Securities or portions thereof called for redemptionPaying Agent. Securities called for redemption become due on the date fixed for redemption. For purposes Thereafter, all rights of the foregoingHolders of such Securities shall terminate with respect to such Securities, other than the following terms have right to receive the following meanings:Redemption Price, plus such accrued and unpaid interest, in accordance with the Indenture.