Common use of Optional Redemption Clause in Contracts

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. Prior to July 15, 2034 (1) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities at its option, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company equal to the greater of: a (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Notes redemption date (assuming the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis pointspoints (0.200%) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interestinterest thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if any, to, but excluding, the date of redemption. (3) absent manifest error. Notice of any redemption shall will be sent 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 record Securities to be redeemed. In the case of a partial redemption, selection of the Notes Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Security will state, among other things, state the portion of the principal amount of Notes the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or another Depositary), the redemption date, of the redemption price Securities shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemedDepositary. Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (Prior to May 1) Except as set forth in clause (2) below, 2007, the Notes shall will be redeemable redeemable, in whole whole, at any time time, or in part part, from time to time, at the Company’s option, prior to option of the Par Call Date, Issuers upon not less than 30 nor more than 60 days' notice at a redemption price as calculated by the Company equal to the greater of: (a) sum of 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, tothereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, but excluding2007, the date Notes will be redeemable in whole, at any time or in part, from time to time, at the option of redemption. the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (3expressed as percentages of principal amount) Notice set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be sent mailed by first class mail at least 10 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption for that relates to such Note shall state the Notes will state, among other things, portion of the principal amount of Notes thereof to be redeemed, . A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, the redemption price interest and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption priceLiquidated Damages, interest will if any, cease to accrue on any Notes that have been or portions of them called for redemption at (unless the redemption date. If fewer than all of the Notes are Issuers fail to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredeem such Notes).

Optional Redemption. (1) Except as set forth in clause (2) belowThe Issuer may redeem all or, the Notes shall be redeemable in whole at any time or in part from time to time, a part of the Notes, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes plus accrued interest to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be redeemed; or (b) the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive being redeemed not including any portion of such payment of interest accrued to on the date of redemption), from the redemption date to the maturity date, discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and ; over (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes being redeemed. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, plus the accrued and unpaid interest, if any, towill be paid to the Person in whose name the Note is registered at the close of business on such record date, but excludingand no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the date of redemption. (3) Notice of Trustee will select the Notes for redemption shall be sent at least 10 but not more than 60 days before in compliance with the redemption date to each Holder of record requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then by lot, on a pro rata basis, or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $75,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed at its registered address. The in part only, the notice of redemption for relating to that Note will state the Notes will state, among other things, portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes thereof to be redeemed. Unless A new Note in principal amount equal to the Company defaults unredeemed portion thereof will be issued and delivered to the Trustee, or in the payment case of Definitive Notes, issued in the name of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all Holder thereof upon cancellation of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumoriginal Note.

Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole at any time prior to November 24, 2035 (three months prior to their maturity) (such date, the “Par Call Date”), at any time in whole or in part from time to timetime in part, in each case at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, plus 50 15 basis points, less interest accrued to the redemption date, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any on the amount being redeemed totime and from time to time, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount may redeem the Notes at their option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, to but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at excluding the redemption date. If fewer than all 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 are and the Indenture. (b) Except pursuant to the preceding paragraphs, the Notes will not be redeemed redeemable at any time, not more than 45 days the Company’s option prior to the applicable Par Call Date. Any redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called pursuant to this Section 5 shall be selected in accordance with made pursuant to the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.07 of the Indenture.

Optional Redemption. (1a) Except as set forth in clause (2) At any time and from time to time during the twelve-month period commencing on [ , 2009] of the years indicated below, the Company may redeem all or any portion of the Notes shall be redeemable in whole at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date): 2009 [ ]%2 2010 [ ]% 2011 [ ]% 2012 and thereafter [100.00 ]% (b) At any time prior to [ ], 2009, the Company may redeem all or in part from time to any portion of the Notes, at once or over time, at after giving the Company’s option, prior to the Par Call Daterequired notice under this Indenture, at a redemption price as calculated by the Company equal to the greater of: (ai) 100100.0% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of (A) the redemption price of the Notes at [ ], 2009 (as set forth in Section 3.07(a) above) and (B) the remaining scheduled payments of principal interest from the redemption date to [ ], 2009, but excluding accrued and unpaid interest thereon that would be due if to the Notes matured redemption date, discounted to the redemption date at the Treasury Rate (determined on the Par Call Date (exclusive of interest accrued to second Business Day immediately preceding the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 [ ]3 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any to the redemption date (subject to the right of Holders of record on the amount being redeemed toRegular Record Date to receive interest due on the relevant Interest Payment Date). Any notice to the Holders of Notes of a redemption pursuant to this Section 3.07(b) shall include the appropriate calculation of the redemption price, but excludingneed not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the date of redemptionTrustee no later than two Business Days prior to the redemption date. (2c) If the Company elects At any time and from time to redeem any Notes on or after the Par Call Datetime prior to [ ], 2007, the Company shall pay an amount equal may redeem up to 10035.0% of the aggregate principal amount of the Notes redeemedissued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to %4 of the principal amount thereof, plus accrued and unpaid interestinterest to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company or the direct or indirect parent of the Company (to the extent, in the case of the direct or indirect parent, that the net cash proceeds of the Equity Offerings are contributed to the common or non-redeemable preferred equity capital of the Company); provided, however, that after giving effect to any such redemption, at least 65.0% of the aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption. Any 2 Will be par plus six-months interest based on the Initial Rate, declining ratably to par. 3 This number shall be fixed on the 20th day prior to the Issue Date (or if any, to, but excludingsuch date is not a Business Day, the date next Business Day) and shall equal the spread over the Treasury Rate for the Comparable Treasury Issue such that the initial redemption price of redemptionclause 3.07(b)(ii) shall equal 113%. For purposes of this calculation, the Initial Rate plus 1% shall be in effect for the first two interest payments. 4 Par plus the coupon. such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice. (3d) Notice of redemption Any prepayment pursuant to this Section 3.07 shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.

Optional Redemption. (1i) Except as set forth in clause (2) belowThe Series E Preferred Units may not be redeemed prior to September 3, 2004. On or after such date, subject to the terms and conditions of any Parity Preferred Stock or any Parity Units, the Notes Partnership shall be redeemable have the right to redeem the Series E Preferred Units, in whole at any time or in part part, from time to time, at the Company’s option, prior to the Par Call Dateupon not less than 30 nor more than 60 written days' notice, at a redemption price price, payable in cash, equal to the Capital Account balance of such holders of Series E Preferred Units (the "Redemption Price"); provided; however that such redemption shall not be permitted if such Redemption Price shall be less than the original Capital Contribution of such Partner and the cumulative Priority Return to the redemption date to the extent not previously distributed. (ii) Except in connection with a liquidation, dissolution, winding-up or termination of the Partnership as calculated described under "Liquidation" above, the Redemption Price of the Series E Preferred Units (other than the portion thereof consisting of accumulated but unpaid distributions) will be payable solely out of the sale proceeds of capital stock of the Company, which will be contributed by the Company equal to the greater of: (a) 100% Partnership as an additional capital contribution, or out of the principal amount sale proceeds of limited partner interests of the Notes to be redeemed; or (b) the sum Partnership and from no other source. For purposes of the present values preceding sentence, "capital stock" means any equity securities (including Common Stock and Preferred Stock (as such terms are defined in the Charter)), shares, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the remaining scheduled payments foregoing. Unless previously redeemed, the Series E Preferred Units will be redeemed for cash upon termination of principal and interest thereon that would the Partnership. Unless sooner dissolved, the Partnership will terminate on December 31, 2054. The Series E Preferred Units will not be due if subject to any sinking fund. (iii) If the Notes matured Partnership gives a notice of redemption in respect of Series E Preferred Units (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the Par Call Date redemption date, the Partnership will deposit irrevocably in trust for the benefit of the Series E Preferred Units being redeemed funds sufficient to pay the applicable Redemption Price and will give irrevocable instructions and authority to pay such Redemption Price to the holders of the Series E Preferred Units. If the Series E Preferred Units are evidenced by a certificate and if fewer than all Series E Preferred Units evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all Series E Preferred Units, evidencing the unredeemed Series E Preferred Units without cost to the holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series E Preferred Units or portions thereof called for redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series E Preferred Units is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (exclusive and without any interest or other payment in respect of interest accrued any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of the Series E Preferred Units is improperly withheld or refused and not paid by the Partnership, distributions on such Series E Preferred Units will continue to accumulate from the original redemption date to the date of redemption)payment, discounted to in which case the actual payment date will be considered the date fixed for redemption for purposes of redemption on a semi-annual basis calculating the applicable Redemption Price. If fewer than all the Series E Preferred Units are to be redeemed, the Series E Preferred Units to be redeemed shall be selected pro rata (assuming a 360-day year consisting of twelve 30-day monthsas nearly as practicable without creating fractional units). (iv) at The Partnership may not redeem fewer than all the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued outstanding Series E Preferred Units unless all accumulated and unpaid interest, if any distributions have been paid on the amount being redeemed to, but excluding, all Series E Preferred Units for all quarterly distribution periods terminating on or prior to the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3v) Notice of redemption shall will be sent at least 10 but (i) faxed, and (ii) mailed by the Partnership, postage prepaid, not less than 30 nor more than 60 days before prior to the redemption date date, addressed to each Holder the respective holders of record of the Notes Series E Preferred Units to be redeemed at its registered addresstheir respective addresses as they appear on the transfer records of the Partnership. The No failure to give or defect in such notice shall affect the validity of redemption the proceedings for the Notes will redemption of any Series E Preferred Units except as to the holders to whom notice was defective or not given. Each notice shall state, among other things, the amount of Notes to be redeemed, : (i) the redemption date, (ii) the redemption price and Redemption Price, (iii) the aggregate number of Series E Preferred Units to be redeemed; (iv) the place or places where the Series E Preferred Units are to be surrendered for payment of the Redemption Price; (v) that distributions on the Series E Preferred Units to be redeemed will cease to accumulate on such redemption date and (vi) that payment of the Redemption Price will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption datesuch Series E Preferred Units. If fewer than all of the Notes Series E Preferred Units held by any holder are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Notes or portions thereof for redemption notice mailed to such holder shall also specify then number of Series E Preferred Units to be redeemed from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch holder.

Optional Redemption. (1a) Except The Notes shall be redeemable by the Issuer at the written direction of a Majority of the Interests as set forth follows: (i) the Notes shall be redeemed in clause whole (2with respect to all Classes of Notes) belowbut not in part on any Payment Date after the end of the Non-Call Period from Sale Proceeds and/or Refinancing Proceeds or (ii) the Notes shall be redeemed in part by Class from Refinancing Proceeds on any Payment Date after the end of the Non-Call Period as long as the Notes to be redeemed represent not less than the entire Class of such Notes. In connection with any such redemption, the Notes shall be redeemable in whole at any time or in part from time to time, redeemed at the Company’s option, applicable Redemption Prices and a Majority of Interests must provide the above described written direction to the Issuer and the Trustee not later than 45 days (or such shorter period of time (not to be less than 15 days) as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Par Call Date, at a Payment Date on which such redemption price as calculated by the Company equal is to the greater of: (a) 100% of the principal amount of the be made; provided that all Notes to be redeemed; or redeemed must be redeemed simultaneously. (b) Upon receipt of a notice of any redemption of Notes in whole (from the sum Trustee via overnight delivery service) pursuant to Section 9.2(a)(i), the Collateral Manager in its sole discretion shall direct the sale (and the manner thereof) of all or part of the present values of Collateral Obligations and other Assets such that the remaining scheduled payments of principal proceeds from such sale and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, all other funds available for such purpose in the case of clauses (a) Collection Account and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall Payment Account will be sent at least 10 but not more than 60 days before sufficient to pay the redemption date to each Holder of record Redemption Prices of the Notes to be redeemed at its registered addressand to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fee due and payable under the Priority of Payments. The notice If such proceeds of redemption such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all Notes and to pay such fees and expenses, the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to may not be redeemed. Unless The Collateral Manager, in its sole discretion, may effect the Company defaults in the payment sale of all or any part of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at Collateral Obligations or other Assets through the redemption date. If fewer than all direct sale of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes such Collateral Obligations or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price other Assets or premiumby participation or other arrangement.

Optional Redemption. (1a) Except as The Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (2c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole at accordance with the provisions of Article 3 of the Base Indenture. (b) At any time or in part from time to time, at the Company’s option, prior to the Par Call DateOctober 15, at a redemption price as calculated by 2022, the Company equal may, on any one or more occasions, redeem up to the greater of: (a) 10035% of the aggregate principal amount of the Notes to be redeemed; or (bincluding any Additional Notes) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)issued under this Fourth Supplemental Indenture, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, upon notice as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount at a Redemption Price equal to 100105.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toto but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Fourth Supplemental Indenture on the date hereof (including any Additional Notes but excluding, excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of redemptionthe closing of such Equity Offering. (3c) Notice At any time prior to October 15, 2022, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to be but excluding the Redemption Date, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (d) On or after October 15, 2022, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, if redeemed at its registered address. The during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date: Year Percentage 2022 102.625 % 2023 101.750 % 2024 100.875 % 2025 and thereafter 100.000 % (e) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption for pursuant to this Section 3.01 may be conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Notes will state, among other things, Trustee in writing promptly upon the amount satisfaction of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment any such conditions precedent. (f) Notwithstanding Section 3.03 of the redemption priceBase Indenture, interest will cease to accrue on any Notes that have been called for redemption at shall become due on the redemption date. If fewer than all of the Notes are to be redeemed at any timedate fixed for redemption, not more than 45 days prior subject to the redemption date, satisfaction of any conditions to the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall of any series will be redeemable in whole at any time in whole or in part from time to timetime in part at the option of the Obligor, regardless of whether the Notes of any other series are to be redeemed, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: : (a1) 100% of the principal amount of the Notes to be being redeemed; or , or (b2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured being redeemed (not including any portion of such payments of interest on the Par Call Date (exclusive of interest Notes accrued to the date of redemption), Redemption Date) from the Redemption Date to the Maturity Date discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 the number of basis points, if any, provided for with respect to such series of Notes being redeemed; plus, in the case of clauses for (a1) and or (b)2) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressto, but not including, the Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date and notice thereof shall promptly be given by the Obligor to the Trustee. Any redemption pursuant to this Section 10.07 shall be made pursuant to the provisions of redemption for Section 10.01 through 10.06. Notwithstanding anything in this Section 10.07 to the Notes will state, among other thingscontrary, the amount Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional redemption provisions with respect to a series of Notes to be redeemedin addition to, or in substitution of, the redemption date, the redemption price provision contained in this Section 10.07 and the place or places that payment will be made upon presentation and surrender may provide with respect to a series of Notes for an optional redemption provision identical to be redeemed. Unless the Company defaults provision contained in the payment this Section 10.07 but providing for different definitions of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumterms “Comparable Treasury Issue,” “Comparable Treasury Price,” “Reference Treasury Dealer,” “Reference Treasury Dealer Quotations” and “Treasury Rate.”

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Issuer, in whole or in part, at any time or in part time, and from time to time, at upon not less than 15 days’ nor more than 60 days’ notice. If the Company’s option, Notes are redeemed prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price will be equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or , and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of interest accrued to the date of redemption)applicable Redemption Date) assuming that such Notes matured, and that interest on such Notes was payable, on the Par Call Date, discounted to the date of redemption such Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 50 30 basis pointspoints (the “Applicable Premium”), plus, in the each case of clauses (a) and (b)) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any any, on such Interest Payment Date to the Holder of Notes at the close of business on the amount being redeemed to, but excluding, corresponding Record Date (instead of the date of holder surrendering its Notes for redemption. (2) ). If the Company elects to redeem any Notes are redeemed on or after the Par Call Date, the Company shall pay an amount Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date of redemptionsuch Redemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. (1a) Except as The Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (2c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole at accordance with the provisions of Article 3 of the Base Indenture. (b) At any time or in part from time to time, at the Company’s option, prior to the Par Call DateJune 1, at a redemption price as calculated by 2021, the Company equal may, on any one or more occasions, redeem up to the greater of: (a) 10035% of the aggregate principal amount of the Notes to be redeemed; or (bincluding any Additional Notes) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)issued under this Third Supplemental Indenture, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, upon notice as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount at a Redemption Price equal to 100105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toto but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Third Supplemental Indenture on the date hereof (including any Additional Notes but excluding, excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of redemptionthe closing of such Equity Offering. (3c) Notice At any time prior to June 1, 2021, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to be but excluding the Redemption Date, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (d) On or after June 1, 2021, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, if redeemed at its registered address. The during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date: 2021 104.313 % 2022 102.875 % 2023 101.438 % 2024 and thereafter 100.000 % (e) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption for pursuant to this Section 3.01 may be conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Notes will state, among other things, Trustee in writing promptly upon the amount satisfaction of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment any such conditions precedent. (f) Notwithstanding Section 3.03 of the redemption priceBase Indenture, interest will cease to accrue on any Notes that have been called for redemption at shall become due on the redemption date. If fewer than all of the Notes are to be redeemed at any timedate fixed for redemption, not more than 45 days prior subject to the redemption date, satisfaction of any conditions to the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (1) Except as set forth in clause (2) below, The Issuer may redeem the Notes shall be redeemable in whole of either or both series at any time at the option of the Issuer, in whole or in part from time to time, at the Company’s option, prior to the Par Call Datetime in part, at a redemption price as calculated by the Company equal to the greater of: (a) 100% Redemption Price. If notice of redemption has been given as provided in the Original Indenture and funds for the redemption of any 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 30 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 (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount less than all of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes any series are to be redeemed at its registered address. The the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption for (or such shorter period as is satisfactory to the Notes will state, among other things, Trustee) of the aggregate principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer if less than all of the Notes of any series are to be redeemed at any timeredeemed, not more and their Redemption Date. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 45 60 days prior to the redemption datedate of redemption, the particular Notes to be redeemed in whole or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable in accordance with the provisions of Article 11 of the Base Indenture, except to the extent otherwise provided herein, in whole at any time or in part from time to time, at (i) on or after March 31, 2021 (the Company’s option, "Earliest Redemption Date") or (ii) any time prior to the Par Call DateMaturity Date upon the occurrence of a Tier 2 Capital Event or a Tax Event, at a redemption price as calculated by or if the Company equal is required to register as an investment company pursuant to the greater of: Investment Company Act of 1940, as amended (a15 U.S.C. 80a-1 et seq.); provided that no partial redemption shall be effected (A) 100% unless at least $10 million aggregate principal amount of the Notes shall remain Outstanding after giving effect to such redemption (B) if the principal amount of the Notes shall have been accelerated and such acceleration has not been rescinded, or (C) unless all accrued and unpaid interest shall have been paid in full on all Outstanding Notes terminating on or before the Redemption Date. In addition, the Company may not exercise its right to be redeemed; or redeem any of the Notes prior to the Maturity Date without the prior approval of the Federal Reserve. (b) The Company may, in its discretion from time to time without the sum consent of any Holders of Notes, elect to extend the Earliest Redemption Date applicable to all outstanding Notes to a later date by delivering written notice of such extension to the Trustee, which notice shall specify the new Earliest Redemption Date. Such extension may be elected by the Company one or more times. Once given to the Trustee, a notice of extension of the present values of Earliest Redemption Date may not be revoked or amended by the remaining scheduled payments of principal and interest thereon that would be due if Company, other than by a subsequent notice further extending the Notes matured on the Par Call Earliest Redemption Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemptionlater date. (2c) If the Company elects The Redemption Price for any redemption pursuant to redeem any Notes on or after the Par Call Date, the Company shall pay an amount this Section 3.1 will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, interest to but excluding, excluding the date of redemptionRedemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Secured Notes shall be redeemable by the Issuer (x) (i) in whole (with respect to all Classes of Secured Notes) but not in part on any Business Day after the end of the Non-Call Period from Sale Proceeds and/or Refinancing Proceeds if directed in writing by the Collateral Manager or a Majority of the Subordinated Notes (with the consent of the Collateral Manager) or (ii) in part by Class from Refinancing Proceeds on any Business Day after the end of the Non-Call Period if directed in writing by the Collateral Manager or a Majority of the Subordinated Notes (with the consent of the Collateral Manager), as long as the Secured Notes to be redeemed represent not less than the entire Class of such Secured Notes or (y) in whole (with respect to all Classes of Secured Notes) but not in part from Sale Proceeds on any Business Day following the end of the Non-Call Period if the Collateral Principal Amount is less than 15% of the Target Initial Par Amount and if directed in writing by the Collateral Manager (each such redemption referred to in clause (y), a “Clean-Up Call Redemption” and, together with each redemption referred to in clause (x), an “Optional Redemption”). In connection with any such redemption, the Secured Notes to be redeemed shall be redeemed at the applicable Redemption Prices (subject, in the case of an Optional Redemption of the Secured Notes, to the right of Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes pursuant to Section 9.2(h)) and the Person or Persons entitled to give the above described written direction must provide the above described written direction to the Issuer and the Trustee not later than 14 Business Days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the date on which such redemption is to be made; provided that, all Secured Notes to be redeemed must be redeemed simultaneously. Any such redemption must comply with the procedures described in Section 9.4. Notwithstanding anything to the contrary herein, an Optional Redemption or a Clean-Up Call Redemption may occur on any Business Day following the end of the Reinvestment Period. (b) The Subordinated Notes may redeemed, in whole but not part, on any Business Day on or after the redemption or repayment in full of the Secured Notes, at the direction of a Majority of the Subordinated Notes. (c) The Secured Notes may be redeemed in whole from Refinancing Proceeds and/or Sale Proceeds as provided in Section 9.2(a)(x)(i) or Section 9.2(a)(y) or in part by Class from time Refinancing Proceeds as provided in Section 9.2(a)(x)(ii) by a Refinancing; provided that, the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to time(x) the Collateral Manager (including any requirements of the U.S. Risk Retention Rules and/or the Securitization Laws triggered by such Refinancing) and (y) if the Subordinated Notes directed such Refinancing, a Majority of the Subordinated Notes, and such Refinancing otherwise satisfies the conditions described below. Prior to effectuating any Refinancing, the Issuer shall, in relation to such Refinancing, provide notice to each Rating Agency. (d) In the case of a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.2(a), such Refinancing will be effective only if (I) the Collateral Manager has certified to the Trustee and the Issuer in writing that (i) the Refinancing Proceeds and all other available funds (including, without limitation, any amounts on deposit in, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and the proceeds of any Contribution) will be at least sufficient to redeem simultaneously the Secured Notes then required to be redeemed, in whole but not in part at the Company’s option, prior Redemption Price thereof (subject to the Par Call Date, at a redemption price as calculated any election by the Company equal to the greater of: (a) Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.2(h)), (ii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from (x) the Refinancing Proceeds, (y) any amounts on deposit in, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and (z) all other available amounts, including the proceeds of Contributions (it being understood that expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses may be paid as Administrative Expenses on or after the applicable Redemption Date in compliance with the Priority of Payments and Article X), (iii) the Refinancing Proceeds, the Sale Proceeds, if any, and other available funds are used (to the extent necessary) to make such redemption and (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i) or (II) the Distribution Report prepared and delivered in respect of the scheduled Redemption Date indicates the payment in full on such Redemption Date from Refinancing Proceeds and all other available funds of (A) all Administrative Expenses payable under the Priority of Payments (regardless of the Administrative Expense Cap), (B) all accrued and unpaid amounts (if any) due to any Hedge Counterparty, (C) all accrued and unpaid Collateral Management Fees and (D) the applicable Redemption Prices of the Secured Notes. (e) In the case of a Refinancing upon a redemption of the Secured Notes in part by Class pursuant to Section 9.2(a), such Refinancing will be effective only if the Collateral Manager has certified to the Trustee and the Issuer in writing that: (i) notice has been provided to each Rating Agency, (ii) the Refinancing Proceeds and all other available amounts (including, without limitation, the proceeds of any Contribution, Interest Proceeds available pursuant to the Priority of Payments and Partial Redemption Interest Proceeds, as applicable) will be at least sufficient to pay in full the aggregate Redemption Prices of the entire Class or Classes of Secured Notes subject to Refinancing, (iii) the Refinancing Proceeds are used (to the extent necessary) to make such redemption, (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i), (v) the principal amount of the Refinancing Obligations for each redeemed Class is equal to the Aggregate Outstanding Amount of the Notes of such Class being redeemed with the proceeds of such obligations, (vi) the stated maturity of each class of the Refinancing Obligations is no earlier than the corresponding Stated Maturity of each Class of Secured Notes being refinanced, (vii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for on or prior to the second Payment Date immediately following such Refinancing (provided that, such payment will not be subject to the Administrative Expense Cap) from (x) the Refinancing Proceeds, (y) any amounts on deposit in, or to be redeemed; deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and (z) all other available amounts, including the proceeds of Contributions, Interest Proceeds available pursuant to the Priority of Payments and Partial Redemption Interest Proceeds, as applicable (it being understood that expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses may be paid as Administrative Expenses on or after the applicable Redemption Date in compliance with the Priority of Payments and Article X), (bviii) (x) the sum of spread over the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Benchmark (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plusor, in the case of clauses a Refinancing of the Fixed Rate Notes, the Interest Rate) with respect to the Refinancing Obligations providing the Refinancing Proceeds to redeem any Class of Secured Notes does not exceed the spread over the Benchmark (aor, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) of such Class of Secured Notes being redeemed or (y) the Global Rating Agency Condition is satisfied and the weighted average spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) with respect to the Refinancing Obligations does not exceed the weighted average spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) of the Class (or Classes, as applicable) of Secured Notes being refinanced, (ix) the Refinancing Obligations are subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of Payments than the Class of Secured Notes being refinanced, (x) such redemption is conducted using only Refinancing Proceeds and amounts otherwise provided for such purpose under this Indenture (including, but not limited to, amounts on deposit in the Supplemental Reserve Account) and not with Sale Proceeds, (bxi) the voting rights, consent rights, redemption rights and all other rights of the Refinancing Obligations are the same as the rights of the Class of Secured Notes being refinanced (except that, at the Issuer’s election, the Non-Call Period with respect to the Refinancing Obligations may be extended as it applies to a subsequent Refinancing in part by Class or Re-Pricing), accrued and unpaid interest(xii) Tax Advice is delivered to the Issuer (with a copy to the Trustee), if any on in form and substance satisfactory to the amount being redeemed toCollateral Manager, but excluding, to the date of redemptioneffect that such Refinancing will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income. (2f) If The Holders of the Company elects to redeem Subordinated Notes will not have any Notes on or after cause of action against any of the Par Call DateIssuer, the Company Collateral Manager, the Collateral Administrator or the Trustee for any failure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specified above as certified by the Collateral Manager, the Issuer and the Trustee shall pay an amount equal amend this Indenture to 100% the extent necessary to reflect the terms of the principal amount Refinancing and no further consent for such amendments shall be required from the Holders of Notes other than the Holders of the Subordinated Notes directing the redemption (if any). The Trustee shall not be obligated to enter into any amendment that, in its view, adversely affects its duties, obligations, liabilities or protections hereunder, and the Trustee shall be entitled to conclusively rely upon an Officer’s certificate or Opinion of Counsel as to matters of law (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment meets the requirements specified above and is permitted under this Indenture without the consent of the Holders of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place except that such Officer or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee counsel shall have no obligation to calculate certify or opine as to the sufficiency of the Refinancing Proceeds, or the sufficiency of any Accountants’ Report required pursuant to Section 7.18). (g) In the event of any redemption price pursuant to this Section 9.2, the Issuer shall, at least 14 Business Days prior to the Redemption Date (or premiumsuch shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable), notify the Trustee in writing of such Redemption Date, the applicable Record Date, the principal amount of Secured Notes to be redeemed on such Redemption Date and the applicable Redemption Prices; provided that, failure to effectuate any Optional Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which a Refinancing fails to occur shall not constitute an Event of Default. (h) In connection with any Optional Redemption of the Secured Notes, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes.

Optional Redemption. (1a) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior Prior to the Par Call Date, the Notes are redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a redemption price as calculated by the Company equal to the greater of: (ai) 100% of the principal amount of the Notes to be redeemed; or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to to, but excluding, the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 50 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem At any Notes time on or after the Par Call Date, the Company shall pay an amount Notes are redeemable, at the option of the Company, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemedto be redeemed plus accrued and unpaid interest to, plus but excluding, the Redemption Date. (c) The Company shall deliver to the Trustee an Officers’ Certificate with respect to the actual redemption price of the Notes in connection with a redemption under Section 3.03(a), including the applicable Treasury Rate, which the Company will calculate, or cause to be calculated, on the third Business Day preceding the Redemption Date. (d) Notwithstanding the foregoing, in connection with any tender offer for, or other offer to purchase, the Notes, including a Change of Control Offer, if Holders of not less than 90% of the aggregate principal amount of the Outstanding Notes are validly tendered and not withdrawn in such tender offer (or Change of Control Offer or other offer to purchase) and the Company (or the third party making the Change of Control Offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the expiration date of such tender offer (or Change of Control Offer or other offer to purchase), to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or Change of Control Offer or other offer to purchase), plus, to the extent not included in the tender payment (or payment pursuant to the Change of Control Offer or other offer to purchase), accrued and unpaid interest, if any, on the Notes that remain Outstanding to, but excluding, the date Redemption Date (subject to the right of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before Holders on the redemption relevant record date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place receive interest due on an interest payment date that has accrued on or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumRedemption Date).

Optional Redemption. (1a) Except as set forth in clause (2) At any time and from time to time during the twelve-month period commencing on [ , 2006] of the years indicated below, the Company may redeem all or any portion of the Notes shall be redeemable in whole at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date): 2006 [ ]%2 2007 [ ]% 2008 and thereafter [100.00 ]% (b) At any time prior to [ ], 2006, the Company may redeem all or in part from time to any portion of the Notes, at once or over time, at after giving the Company’s option, prior to the Par Call Daterequired notice under this Indenture, at a redemption price as calculated by the Company equal to the greater of: (ai) 100100.0% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of (A) the redemption price of the Notes at [ ], 2006 (as set forth in Section 3.07(a) above) and (B) the remaining scheduled payments of principal interest from the redemption date to [ ], 2006, but excluding accrued and unpaid interest thereon that would be due if to the Notes matured redemption date, discounted to the redemption date at the Treasury Rate (determined on the Par Call Date (exclusive of interest accrued to second Business Day immediately preceding the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 [ ]3 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any to the redemption date (subject to the right of Holders of record on the amount being redeemed toRegular Record Date to receive interest due on the relevant Interest Payment Date). Any notice to the Holders of Notes of a redemption pursuant to this Section 3.07(b) shall include the appropriate calculation of the redemption price, but excludingneed not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the date of redemptionTrustee no later than two Business Days prior to the redemption date. (2c) If the Company elects At any time and from time to redeem any Notes on or after the Par Call Datetime prior to[ ], 2007, the Company shall pay an amount equal may redeem up to 10035.0% of the aggregate principal amount of the Notes redeemedissued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to %4 of the principal amount thereof, plus accrued and unpaid interestinterest to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company or the direct or indirect parent of the Company (to the extent, if anyin the case of the direct or indirect parent, tothat the net cash proceeds of the Equity Offerings are contributed to the common or non-redeemable preferred equity capital of the Company); provided, but excludinghowever, that after giving effect to any such redemption, at least 65.0% of the date aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice. (3d) Notice of redemption Any prepayment pursuant to this Section 3.07 shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall of any series will be redeemable in whole at any time in whole or in part from time to timetime in part at the option of the Obligor, regardless of whether the Notes of any other series are to be redeemed, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: : (a1) 100% of the principal amount of the Notes to be being redeemed; or , or (b2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured being redeemed (not including any portion of such payments of interest on the Par Call Date (exclusive of interest Notes accrued to the date of redemption), Redemption Date) from the Redemption Date to the Maturity Date discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 the number of basis points, if any, provided for with respect to such series of Notes being redeemed; plus, in the case of clauses for (a1) and or (b)2) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressto, but not including, the Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date and notice thereof shall promptly be given by the Obligor to the Trustee. Any redemption pursuant to this Section 10.07 shall be made pursuant to the provisions of redemption for Section 10.01 through 10.06. Notwithstanding anything in this Section 10.07 to the Notes will state, among other thingscontrary, the amount Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional redemption provisions with respect to a series of Notes to be redeemedin addition to, or in substitution of, the redemption date, the redemption price provision contained in this Section 10.07 and the place or places that payment will be made upon presentation and surrender may provide with respect to a series of Notes for an optional redemption provision identical to be redeemed. Unless the Company defaults provision contained in the payment this Section but providing for different definitions of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumterms “Comparable Treasury Issue,” “Comparable Treasury Price,” “Reference Treasury Dealer,” “Reference Treasury Dealer Quotations” and “Treasury Rate.”

Optional Redemption. (1) Except as set forth in clause (2) below, The Notes are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of the Notes shall to be redeemable redeemed as provided in whole the Indenture, at any time or in part from time to timetime prior to August 15, 2021, as a whole or in part, at the election of the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: (ai) 100% of the principal amount of the Notes being redeemed, plus accrued interest to be redeemed; or the Redemption Date and (bii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of payments of interest accrued to as of the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate Rate, plus 50 30 basis pointspoints plus accrued interest to the Redemption Date. In addition, plus, the Notes are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of the Notes to be redeemed as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if at any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects time or from time to redeem any Notes time on or after August 15, 2021, as a whole or in part, at the Par Call Dateelection of the Company, the Company shall pay an amount at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, interest to the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more Redemption Date If less than 60 days before the redemption date to each Holder of record of all the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes are to be redeemed, the selection of Notes for redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemedby the Trustee on a pro rata basis or by lot (whichever is consistent with the Trustee’s customary practice). Unless the Company defaults in the payment of such Redemption Price, from and after the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption dateRedemption Date, the particular Notes or portions thereof called for redemption from will cease to bear interest, and the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall Holders thereof will have no obligation right in respect of such Notes except the right to calculate any redemption price or premiumreceive the Redemption Price thereof.

Optional Redemption. Prior to September 15, 2030 (1) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities at its option, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company equal to the greater of: a (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Notes redemption date (assuming the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis pointspoints (0.200%) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interestinterest thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if any, to, but excluding, the date of redemption. (3) absent manifest error. Notice of any redemption shall will be sent 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 record Securities to be redeemed. In the case of a partial redemption, selection of the Notes Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Security will state, among other things, state the portion of the principal amount of Notes the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or another Depositary), the redemption date, of the redemption price Securities shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemedDepositary. Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Issuer, in whole or in part, at any time or in part time, and from time to time, at upon not less than 30 days’ nor more than 60 days’ notice. If the Company’s option, Notes are redeemed prior to [•], the Par Call Date, at a redemption price as calculated by the Company Redemption Price will be equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or , and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of interest accrued to the date of redemption), applicable Redemption Date) discounted to the date of redemption such Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 50 [ • ] basis pointspoints (the “Applicable Premium”), plus, in the each case of clauses (a) and (b)) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any any, on such Interest Payment Date to the Holder of Notes at the close of business on the amount being redeemed to, but excluding, corresponding Record Date (instead of the date of holder surrendering its Notes for redemption. (2) ). If the Company elects to redeem any Notes are redeemed on or after the Par Call Date[•], the Company shall pay an amount Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date of redemptionsuch Redemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole at any time prior to November 24, 2035 (three months prior to their maturity) (such date, the “Par Call Date”), at any time in whole or in part from time to timetime in part, in each case at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, plus 50 15 basis points, less interest accrued to the redemption date, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any on the amount being redeemed totime and from time to time, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount may redeem the Notes at their option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, to but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at excluding the redemption date. If fewer than all 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 are and this Indenture. (b) Except pursuant to the preceding paragraphs, the Notes will not be redeemed redeemable at any time, not more than 45 days the Company’s option prior to the applicable Par Call Date. (c) Any redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called pursuant to this Section 3.07 [Optional Redemption] shall be selected made pursuant to the provisions of Sections 3.01 [Notices to Trustee] through 3.06 [Notes Redeemed or Purchased in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumPart] hereof.

Optional Redemption. (1a) Except as The Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (2c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole at accordance with the provisions of Article 3 of the Base Indenture. (b) At any time or in part from time to time, at the Company’s option, prior to the Par Call DateJune 15, at a redemption price as calculated by 2023, the Company equal may, on any one or more occasions, redeem up to the greater of: (a) 10035% of the aggregate principal amount of the Notes to be redeemed; or (bincluding any Additional Notes) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)issued under this Sixth Supplemental Indenture, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, upon notice as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount at a Redemption Price equal to 100105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toto but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Sixth Supplemental Indenture on the date hereof (including any Additional Notes but excluding, excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (d) On or after June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date: 2023 102.938 % 2024 101.469 % 2025 and thereafter 100.000 % (e) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 may be conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Trustee in writing promptly upon the satisfaction of any such conditions precedent. (f) Notwithstanding Section 3.03 of the Base Indenture, Notes called for redemption shall become due on the date fixed for redemption, subject to the satisfaction of any conditions to the redemption. (3g) Notice Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 shall be sent delivered at least 10 but 15 and not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof date fixed for redemption from to the outstanding Notes not previously called shall be selected in accordance with holders of the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumNotes.

Optional Redemption. (1) Except as set forth described in clause clauses (2a) and (b) below, the Notes shall be are not redeemable in whole at any time or in part from time to time, at the Company’s option, option prior to their final Stated Maturity. (a) At any time before the Par Call Date, the Company may redeem the Notes at its sole option, at any time in whole or from time to time in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof, upon not less than 30 nor more than 60 days’ notice, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; or redeemed and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be have become due after the redemption date if the such Notes matured on the Par Call Date but for the redemption (exclusive not including any portion of such payments of interest accrued to but not including the date of redemption), redemption date) discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of comprising twelve 30-day months) at the then current Treasury Rate plus 50 25 basis points, plus, in the case of clauses (a) and (b)each case, interest accrued and unpaid interest, if any on the amount being redeemed to, Notes to but excluding, not including the redemption date (provided that interest payments due on or prior to the redemption date will be paid to the record Holders of redemptionsuch Notes on the relevant record date). (2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes at its sole option, at any time in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus interest accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 thereon to but not more than 60 days before including the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place (provided that interest payments due on or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date will be paid to the record Holders of such Notes on the relevant record date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium).

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Company, in whole at any time or in part from time to time, at the Companyupon not less than 30 nor more than 60 days’ prior written notice mailed by first class mail to each Holder’s option, prior to the Par Call Date, registered address. The Notes will be redeemable at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; , or (bii) the sum sum, as determined by the Quotation Agent, as defined in the Indenture, of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of principal and interest thereon that would be due if from the redemption date to May 15, 2011 for the Notes matured on the Par Call Date (to be redeemed, exclusive of interest accrued to the date of redemption)redemption date, discounted from their respective scheduled payment dates to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, as defined in the Indenture, plus 50 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interestinterest and Additional Interest, if any any, on the principal amount being redeemed to, but excluding, to the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed, the Trustee will select the Notes to be redeemed at any timeon a pro rata basis, not more than 45 days prior by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. If money sufficient to pay the redemption price of and accrued interest on all of the Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, the particular interest will cease to accrue on such Notes (or portions thereof such portion thereof) called for redemption from the outstanding redemption. Notes not previously called shall in denominations larger than $1,000 may be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would on the Notes to be due if redeemed discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 35 basis pointspoints less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to but not including the amount being redeemed to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, interest thereon to but excluding, not including the date of redemptionRedemption Date. (3c) Notice of redemption The Company’s actions and determinations in determining the Redemption Price shall be sent at least 10 but not more than 60 days before conclusive and binding for all purposes, absent manifest error. (d) In the redemption date to each Holder case of record a partial redemption, selection of the Notes for redemption will 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 last sentence of this Section 3.1(d). No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Note will state, among other things, state the portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of such Depositary. (e) Unless the Company defaults in the payment of the Redemption Price or any conditions precedent described in the notice of redemption priceare not satisfied and therefore the notice of redemption is deemed rescinded, on and after the Redemption Date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable redeemable, in each case, in whole or in part, at the option of the Company at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, time at a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or , and (bii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of such payments of interest accrued to as of the date of redemption), ) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate (as defined below) plus 50 30 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excludingnot including, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedpursuant to the optional redemption provisions of Section 4.01(a) hereof, plus accrued and unpaid interest, if any, to, but excluding, at least 30 days prior to the redemption date of redemption. (3) Notice of redemption unless a shorter notice shall be sent at least 10 agreed to in writing by the Trustee) but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsRedemption Date, the Company shall furnish to the Trustee an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, the redemption date, the redemption price redeemed and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of (iv) the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. . (c) If fewer less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata basis or on as nearly a pro rata basis as is practicable. The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (d) In the case of any redemption, at least 30 days but no more than 60 days before the redemption date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at any timesuch Holder’s registered address appearing on the register. The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, if any) and shall state: (i) the Redemption Date; (ii) the principal amount of the Notes that are being redeemed; (iii) the appropriate calculation of the redemption price, but need not include the actual redemption price; the actual redemption price shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date; (e) if fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (f) the name and address of the Paying Agent; (g) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (h) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (i) if such notice is conditioned upon the occurrence of one or more than conditions precedent, the nature of such conditions precedent; (j) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (k) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes. The Company may state in the notice of redemption that payment of the redemption price and performance of its obligations with respect to redemption or purchase may be performed by another Person. At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the particular Notes or portions thereof for redemption from Trustee give such notice and attaching a copy of such notice, which shall set forth the outstanding Notes not previously called shall information to be selected stated in accordance with such notice as provided in this Section 4.01(k). (l) For purposes of this Section 4.01, the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.following definitions are applicable:

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) At any time on or after September 20, 2016, the Company may, at its option, redeem the outstanding Notes, except for the Notes that the Company shall repurchase under Section 15.02, for cash at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the Redemption Date, in whole or in part, if the Last Reported Sale Prices of the ADSs for 20 or more Trading Days in a period of 30 consecutive Trading Days ending within 10 Trading Days immediately prior to the date of the Redemption Notice, exceeds 130% of the applicable Conversion Price in effect on each such Trading Day. If less than all of the outstanding Notes are to be redeemed, then (i) in the case of one or more Physical Notes, the Trustee will select such Notes to be redeemed in principal amounts of US$1,000 or multiples of US$1,000 by lot, on a pro rata basis or by another method the Trustee considers reasonable, fair and appropriate, and (ii) in the case of one or more Global Notes, such Notes or any portion thereof that are to be redeemed shall be selected by the Depositary in accordance with its applicable policies and procedures. If a portion of the Notes is selected for redemption and the Holder converts a portion of the Notes in accordance with this Indenture, the converted portion will be deemed to be of the portion selected for redemption. (2) . If Notes are redeemed on a date that is after a Regular Record Date for the Company elects payment of interest and prior to redeem any Notes on or after the Par Call corresponding Interest Payment Date, the Company shall not pay an accrued interest to the Holder of Notes being redeemed, and shall instead pay the full amount equal of the relevant interest payment on such Interest Payment Date to 100% the Holder of record on such Regular Record Date. In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of or exchange any Notes during a period beginning at the open of business 15 days before any selection for redemption of notes and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be redeemed or (ii) register the transfer of or exchange any Notes so selected for redemption, in whole or in part, except the unredeemed portion of any notes being redeemed in part. No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Redemption Price with respect to such Notes). (b) If the Company intends to redeem Notes pursuant to the provisions of Section 16.01 hereof, it shall notify the Trustee in writing no less than 35 Scheduled Trading Days nor more than 60 calendar days prior to the Redemption Date (the “Redemption Notice”). The Redemption Notice will be delivered to the Holders at their addresses shown in the Note Register of the Note Registrar and to beneficial owners as required by applicable law. All Redemption Notices of redemption shall state: (A) that the Holder has a right to convert the Notes called for redemption upon satisfaction of the requirements therefor set forth in this Indenture; (B) the principal amount of the Notes to be redeemed, plus including the CUSIP and ISIN numbers of the Notes; (C) the Redemption Date; (D) the Redemption Price and interest accrued and unpaid interest, if any, to, but excluding, the date of redemption.Redemption Date, if any; (3E) Notice of redemption shall that on the Redemption Date the Redemption Price and interest to, but excluding, the Redemption Date, will become due and payable upon each such Note to be sent at least 10 but not more than 60 days before redeemed; (F) the redemption Conversion Rate in effect, the date on which the right to each Holder of record of convert the Notes to be redeemed at its registered address. The notice will terminate, which will be the close of redemption business on the second Scheduled Trading Day immediately preceding the Redemption Date, and the places where such Notes may be surrendered for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and conversion; (G) the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the where such Notes are to be redeemed at any timesurrendered for payment of the Redemption Price and interest; and (H) the procedure that Holders must follow. The notice given shall specify the last date on which exchanges or transfers of Notes may be made pursuant to Section 2.05, not more than 45 days prior to and shall specify the redemption date, serial numbers of Notes and the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (1) Except as set forth in clause (2) belowprovided above, the Notes shall this Note is not redeemable prior to June 22, 2004. This Note may be redeemable redeemed in whole or in part, upon not less than 30 nor more than 60 days' notice, at any time on or after June 22, 2004, at the option of the Company, at the redemption price (expressed as percentages of the principal amount) set forth below if redeemed during the periods below, plus any interest accrued but not paid prior to the Optional Redemption Date, if the Closing Price of the Common Stock has exceeded 130% of the Conversion Price (as defined in part Article 10 of the Indenture and as such may be adjusted from time to time, ) then in effect for at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured least 20 Trading Days in any consecutive 30-Trading Day period ending on the Par Call Date (exclusive of interest accrued Trading Day prior to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% mailing of the principal amount notice of optional redemption pursuant to Section 3.05 of the Notes redeemedIndenture. ----------------------------------------------------------------------------------------------- During the Twelve Months Commencing Redemption Prices ----------------------------------- ----------------- ----------------------------------------------------------------------------------------------- June 22, plus accrued and unpaid interest2004 through June 19, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more 2005 101.6% ----------------------------------------------------------------------------------------------- Thereafter 100.8% ----------------------------------------------------------------------------------------------- If fewer than 60 days before the redemption date to each Holder of record of all the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of 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 dateis 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 price (provided, however, that the Holder of such Note so converted and the place or places that deemed redeemed shall not be entitled to any additional interest payment will be made as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon presentation and surrender conversion of such Note). Notes which have been converted during a selection of Notes to be redeemedredeemed may be treated by the Trustee as Outstanding for the purpose of such selection. Unless On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued and unpaid interest. Notice of redemption price, interest will cease to accrue on any Notes that have been called for redemption at be given by the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior Company to the redemption date, Holders as provided in the particular Notes or portions thereof Indenture. No sinking fund is provided for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumNotes.

Optional Redemption. (On and after April 1) Except as set forth in clause (2) below, 2017, the Company may redeem the Notes shall be redeemable in whole at the its option, at any time in whole or from time to time in part part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount) listed below, plus accrued and unpaid interest on the Notes, if any, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below. On or after: Price: 2017 103.438 % 2018 101.719 % 2019 and thereafter 100.000 % At any time prior to April 1, 2017, the Company may also redeem the Notes, at its option, at any time in whole, or from time to time, at the Company’s option, prior to the Par Call Datein part, at a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or or (bii) the sum of the present values of the remaining scheduled payments redemption price of principal and interest thereon that would be due if the Notes matured to be redeemed if they were redeemed on April 1, 2017 (as described in the Par Call Date (prior paragraph) and all required interest payments due on such Notes through April 1, 2017, exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate Yield plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice . The Notes called for redemption become due on the date fixed for redemption. Notices of redemption shall be sent mailed by first-class mail at least 10 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, shall state the amount of Notes to be redeemed, . On and after the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will shall cease to accrue on any Notes that have been called for redemption at the redemption dateare redeemed. If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior the Trustee shall select Notes on a pro rata basis or by any other method the Trustee deems fair and appropriate. Any redemption may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent. For purposes of determining the optional redemption dateprice, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.following definitions are applicable:

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable by the Company, in whole but not in part, for cash, at the Redemption Price, upon the occurrence of a Tax Event, a Rating Agency Event or a Treasury Stock Event (collectively, a “Special Event” and any redemption of the Notes upon the occurrence of a Special Event, a “Special Event Redemption”) in accordance with, and subject to the limitations set forth in, clauses (i), (ii) and (iii) below. (i) The Company may, at its option, redeem the Notes, in whole but not in part, at any time during the continuance of a Tax Event; provided that (x) the Company shall be required to deliver the relevant Notice of Special Event Redemption in respect of any Tax Event not later than 220 days following the occurrence of such Tax Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Tax Event, or specify a Redemption Date in part from respect of a Tax Event, during an Optional Deferral Period. (ii) The Company may, at its option, redeem the Notes, in whole but not in part, at any time during the continuance of a Rating Agency Event; provided that (x) the Company shall be required to timedeliver the relevant Notice of Special Event Redemption in respect of any Rating Agency Event not later than 220 days following the occurrence of such Rating Agency Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Rating Agency Event, or specify a Redemption Date in respect of a Rating Agency Event, during an Optional Deferral Period. (iii) The Company may, at its option, redeem the Notes, in whole but not in part, at any time during the continuance of a Treasury Stock Event; provided that (x) the Company shall be required to deliver the relevant Notice of Special Event Redemption in respect of any Treasury Stock Event not later than 220 days following the occurrence of such Treasury Stock Event and (y) the Company shall not, and the Company shall not be permitted to, issue a Notice of Special Event Redemption in respect of a Treasury Stock Event, or specify a Redemption Date in respect of a Treasury Stock Event, during an Optional Deferral Period. (b) On or after June 6, 2029, the Company may redeem (a “Simple Redemption” and, together with any Special Event Redemption, an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation), at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemedRedemption Price; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon provided that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of not, and the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, Company shall not be permitted to, but excluding, the date of redemption. (3) issue a Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder Simple Redemption, or specify a Redemption Date in respect of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will statea Simple Redemption, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumduring an Optional Deferral Period.

Optional Redemption. Prior to April 15, 2032 (1) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would on the Securities to be due if redeemed discounted to the Notes redemption date (assuming the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 45 basis pointspoints less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemption. (3) redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Notice of any redemption shall will be sent mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 but not more than 60 days before the redemption date to each Holder of record the Securities to be redeemed. In the case of a partial redemption, selection of the Notes Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Security will state, among other things, state the portion of the principal amount of Notes the Security to be redeemed. A Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by the Depository, the redemption date, of the redemption price Securities shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemeddepositary. Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption. This Security is also subject to redemption from to the outstanding Notes not previously called shall be selected extent provided in accordance with Section 14.01 of the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumBase Indenture.

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, its option prior to the Par Call Maturity Date. (b) If the Notes are redeemed prior to December 15, at a 2025, the redemption price as calculated by for the Company Notes to be redeemed will equal to the greater of: (ai) 100% of the aggregate principal amount of the Notes to be redeemed; or , and (bii) an amount equal to the sum of the present values value of (A) the payment on December 15, 2025 of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through December 15, 2025 of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of excluding accrued and unpaid interest accrued to the date of redemption), discounted to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the then current Treasury Rate plus 50 basis points, points plus, in each of the case of clauses (a) and (b)above cases, accrued and unpaid interest, if any on the amount being redeemed toany, but excluding, the date of redemption. (2) to such Redemption Date. If the Company elects to redeem any Notes are redeemed on or after the Par Call DateDecember 15, 2025, the Company shall pay an amount redemption price for the Notes to be redeemed will equal to 100% of the principal amount of the such Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionto such redemption date. (3c) Notice Any notice of any redemption shall may be sent given prior to the redemption thereof, and any such redemption or notice may, at least 10 the Issuer’s discretion, be subject to one or more conditions precedent, including, but not more limited to, completion of an Equity Offering or other corporate transaction. (d) If the Issuer redeems less than 60 days before all of the redemption date to each Holder of record of outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed at its registered address. The notice of in the manner described under Section 3.02 hereof. (e) Any redemption for the Notes will state, among other things, the amount of Notes pursuant to be redeemed, the redemption date, the redemption price and the place or places that payment will this Section 3.07 shall be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.

Optional Redemption. (1a) Except as set forth in clause (2) belowThe Company may redeem either series of the Notes, the Notes shall be redeemable in whole or in part, in the case of the 2019 Notes, at any time or prior to their maturity, and in part from time to timethe case of the 2027 Notes, at the Company’s option, any time prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: : (ai) 100% of the principal amount of the Notes of the series to be redeemed; or , and (bii) the sum sum, as determined by a Quotation Agent, of the present values of the remaining scheduled payments of principal and interest thereon on the Notes of such series to be redeemed (excluding any portion of such payments of interest accrued as of the Redemption Date and assuming, in the case of the 2027 Notes, that would be due if the such Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate Rate, plus 50 10 basis points, plus, in the case of clauses (a) the 2019 Notes, and (b)15 basis points, in the case of the 2027 Notes. plus, in each case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excludingnot including, the date Redemption Date; provided that the principal amount of redemptiona Note remaining outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. (2b) If the Company elects to redeem At any Notes time on or and after the Par Call Date, the Company shall pay an amount may redeem the 2027 Notes at the Company’s option, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of redemptionRedemption Date. (3c) Notice Notwithstanding anything to the contrary in the Base Indenture, in the case of any redemption shall be sent at the election of the Company of less than all the Notes of either series, the Company shall, at least 10 but not more than 60 days before prior to the date on which the Company mails the notice of redemption date to each Holder holder (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of record the applicable Redemption Date, of the principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed at its registered address. The redeemed. (d) Notwithstanding anything to the contrary in the Base Indenture, (i) notice of redemption for shall be delivered not less than 15 nor more than 60 days prior to the Notes will stateapplicable Redemption Date, among other things, the amount to each Holder of Notes to be redeemed, at such Holder’s address appearing in the redemption date, Security Register and (ii) an Officers’ Certificate specifying the actual redemption price and shall be sent to the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer Trustee no later than all of the Notes are to be redeemed at any time, not more than 45 days two Business Days prior to the redemption dateRedemption Date. (e) For purposes of this Section 3.01, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.following definitions are applicable:

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. (1a) Except No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to March 20, 2023. On or after March 20, 2023 until the close of business on the Business Day immediately preceding September 15, 2024, the Company may redeem (an “Optional Redemption”) for cash all or part, subject to the Partial Redemption Limit, of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last trading day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 3.01(b). If the Company elects to redeem fewer than all outstanding Notes (a “Partial Redemption”), at least $150.0 million aggregate principal amount of Notes must be outstanding and not subject to Optional Redemption pursuant to the relevant Redemption Notice as set forth of the related Redemption Notice Date (such aggregate principal amount, the “Partial Redemption Limit”). (b) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.01(a), it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days before such notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in clause the name of and at the expense of the Company, shall send or cause to be sent a written notice of such Optional Redemption (2a “Redemption Notice”) belownot less than 60 nor more than 75 calendar days prior to the Redemption Date (provided that any Redemption Notice Date must be at least one calendar day prior to the first Scheduled Trading Day of any related Observation Period) to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the register of the Registrar; provided, however, that, if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day. (c) The Redemption Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to send such Redemption Notice or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (d) Each Redemption Notice shall specify: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders of the Notes called (or deemed called) for Optional Redemption may surrender their Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes, and the Settlement Method and (if applicable) the Specified Dollar Amount; (vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 4.04; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. A Redemption Notice shall be irrevocable. (e) In the case of any Partial Redemption, the Trustee shall select the Notes or portions thereof of a Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate and in the case of Global Notes, in accordance with the Applicable Procedures. If any Note selected for Partial Redemption is submitted for conversion in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption. (f) If any Redemption Notice has been given in respect of the Notes in accordance with Section 3.01(b), the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated paid and redeemed by the Company equal at the applicable Redemption Price. (g) Prior to the greater of: open of business on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.05 an amount of cash in U.S. Dollars (ain immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price. (h) 100% of The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Redemption Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, except in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If an acceleration resulting from a Default by the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease Redemption Price with respect to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch Notes).

Optional Redemption. (1) Except as set forth in clause (2) below, The Issuer may redeem the Notes shall be redeemable in whole or in part, at its option, at any time or in part from time to timetime prior to maturity on at least 30 days, at the Company’s optionbut not more than 60 days, prior notice electronically delivered or mailed to the Par Call registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before March 15, at a 2025, the redemption price as calculated by the Company will be equal to the greater of: : (ai) 100% of the aggregate principal amount of the Notes to be redeemed; or or (bii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due if after the Notes matured on the Par Call related Redemption Date (but for such 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 date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the then current Treasury Rate plus 50 37.5 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in the case of clauses (ai) and or (bii), accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excludingnot including, the date of redemption. (2) If the Company elects to redeem Redemption Date. At any Notes time on or after the Par Call DateMarch 15, 2025, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plus 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 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 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. 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 Officers’ Certificate of the 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, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of redemptionRedemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would on the Notes to be due if redeemed discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis points, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to but not including the amount being redeemed to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, interest thereon to but excluding, not including the date of redemptionRedemption Date. (3c) Notice The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (d) In the case of a partial redemption, selection of the Notes for redemption will 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 last sentence of this Section 3.1(d). No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption shall be sent at least 10 but not more than 60 days before that relates to the redemption date to each Holder Notes will state the portion of record the principal amount of the Notes to be redeemed at its registered addressredeemed. The notice A new Note in a principal amount equal to the unredeemed portion of redemption the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes will state, among other things, are held by the amount of Notes to be redeemedDepositary, the redemption date, of the redemption price Notes shall be done in accordance with the policies and the place or places that payment will be made upon presentation and surrender procedures of Notes to be redeemed. such Depositary. (e) Unless the Company defaults in the payment of the Redemption Price or any conditions precedent described in the notice of redemption priceare not satisfied or waived and the notice of redemption is rescinded in accordance with Section 3.3(b), on and after the Redemption Date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 10 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. (1) Except as set forth in clause (2) belowThe Notes will be redeemable, the Notes shall be redeemable in whole at any time or in part from time to timepart, at the option of the Company’s option, until 60 days prior to the Par Call Date, expiration of the Initial Interest Rate Period at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the their principal amount of the Notes to be redeemed; or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if (not including the Notes matured on the Par Call Date (exclusive portion of any such payments of interest accrued to as of the date of redemption), redemption date) discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Yield plus 50 20 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, interest to the date of redemption. (2) If , such redemption price to be set forth in an Officers' Certificate delivered to the Trustee before the redemption date and upon which the Trustee may conclusively rely. The Notes will then be subject, at any time, subject to certain exceptions, to the optional redemption by the Company elects commencing 60 days after the Initial Interest Rate Period. If less than all of the Notes are to redeem be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the particular Notes or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes to be redeemed (which, as long as the Notes are held in the book-entry only system, will be DTC (or its nominee) or a successor Depositary); provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of Notes as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the Company shall default in the payment of the Notes or portions thereof to be redeemed at the applicable redemption price, together with interest accrued thereon to such date), interest on the Notes or the portions thereof so called for redemption shall cease to accrue. No notice of redemption of the Notes will be mailed during the continuance of any event of default under the Indenture, except that (i) when notice of redemption of any Notes on or after the Par Call Datehas been mailed, the Company shall redeem such Notes but only if funds sufficient for that purpose have prior to the occurrence of such event of default been deposited with the Trustee or a paying agent for such purpose, and (ii) notices of redemption of all outstanding Notes may be given during the continuance of an event of default under the Indenture. Any notice of redemption given at the option of the Company may state that such redemption will be conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Notes and that if such money has not been so received, such notice will be of no force and effect and the Company will not be required to redeem such Notes. PURCHASE AND REDEMPTION OF NOTES Special Mandatory Purchase. Notes which have not been remarketed by 12:00 noon, New York City time, on an Interest Rate Adjustment Date for such Notes will be purchased by the Company directly or through a Liquidity Provider pursuant to the Special Mandatory Purchase Right. In such event, either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of the Notes subject to Special Mandatory Purchase prior to 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of such unremarketed Notes, equal to 100% of the principal amount of thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company will be obligated to purchase such unremarketed Notes redeemed, plus on such Interest Rate Adjustment Date. The Company will be responsible for paying the accrued and unpaid interest, if any, toon such Notes by depositing sufficient same- day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) prior to 3:00 p.m., but excludingNew York City time, on such Interest Rate Adjustment Date. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations therein set forth, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record transfer of the Notes to be redeemed at its registered address. The notice of redemption for is registrable in the Notes will stateSecurity Register, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of such Notes to be redeemed. Unless for registration of transfer at the office or agency of the Company defaults in any place where the payment principal of the redemption priceand premium, if any, and any interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Company and the Security Registrar or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be redeemed at any time, not more than 45 days prior issued to the redemption datedesignated transferee or transferees. The Notes are issuable only in fully registered form in a minimum denomination of $100,000 and increments of $1,000 thereafter. The Notes of any series will be exchangeable for other Notes of the same series of any authorized denominations and of a like aggregate principal amount and tenor. The Notes may be presented for exchange or registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the particular Notes office of the Trustee maintained in the Borough of Manhattan, The City of New York, for such purpose with respect to any series of Notes, without service charge but upon payment of any taxes and other governmental charges as described in the Indenture. Such transfer or portions thereof for redemption from exchange will be effected upon the outstanding Notes not previously called shall be selected in accordance Company and the Trustee being satisfied with the procedures documents of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumtitle and indemnity of the person making the request.

Optional Redemption. (1) Except as set forth in clause (2) belowThe Company shall have the right to redeem the Securities, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed. Upon redemption of any Securities prior to March 1, 2024 (3 months prior to the Par Call Maturity Date), the Company shall pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Securities to be redeemed on the date of redemption, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL(ICMA)) at the Comparable Government Bond Rate, plus 25 basis points, plus, accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, on or after March 1, 2024 (3 months prior to the Maturity Date), the Company may redeem the Securities, in whole at any time or in part from time to time, at its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall date. Any redemption or notice may, at the Company’s discretion, be sent subject to one or more conditions precedent and, at least 10 but not more than 60 days before the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of business two Business Days 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 record of the Notes to be redeemed at its registered address. The Securities in the same manner in which the notice of redemption for was given. If less than all of the Notes will state, among other things, the amount of Notes Securities are to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes Securities to be redeemed. Unless redeemed shall be selected by the Company defaults Trustee by a method the Trustee deems to be fair and appropriate or, in the payment event that the Securities are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption by Clearstream and Euroclear in accordance with their respective applicable procedures therefor. If the Securities are listed on any national securities exchange, Euroclear or Clearstream will select Securities in compliance with the requirements of the redemption priceprincipal national securities exchange on which the Securities are listed. Notwithstanding the foregoing, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer if less than all of the Notes Securities are to be redeemed at any timeredeemed, not more than 45 days prior to the redemption date, the particular Notes no Securities of a principal amount of €100,000 or portions thereof for redemption from the outstanding Notes not previously called less shall be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Optional Redemption. (1a) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to time, at the Company’s option, time prior to the Par Call Date, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price as calculated by the Company equal to the greater of: : (a1) 100% of the principal amount of the Notes to be redeemed; or , and (b2) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be due if after the related redemption date but for such redemption (exclusive of interest accrued to the redemption date) (assuming for this purpose that the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Date) discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate Yield plus 50 30 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on a relevant Interest Payment Date. (2b) If the Company elects At any time and from time to redeem any Notes time on or after the Par Call Date, the Company shall pay an amount may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, to (but excluding, not including) the date of redemption. (3c) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected redeemed on a pro rata basis in accordance with Section 11.3 of the Base Indenture. (d) Any redemption of Notes pursuant to this Section 3.2 that is in part processed through DTC shall be treated in accordance with the rules and procedures of DTCDTC as a “Pro Rata Pass-Through Distribution of Principal” (as defined under such rules and procedures). The Trustee Except to the extent modified by this Supplemental Indenture, the provisions of Article 11 of the Base Indenture shall have no obligation apply to calculate redemptions of Notes pursuant to this Section 3.2. (e) In addition to the Company’s right to redeem Notes as set forth above in this Section 3.2, the Company may at any redemption price time and from time to time purchase Notes in open market transactions, tender offers or premiumotherwise.

Optional Redemption. (1) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Notes Redemption Date (assuming the notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 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 the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, but excluding, interest thereon to the date Redemption Date. The Company will cause the notice of redemption. any redemption to be mailed or electronically delivered (3or otherwise transmitted in accordance with the Depositary’s procedures) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed not less than 10 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date (including as it may be postponed). In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its registered addresssole discretion deems appropriate and fair. The No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption for that relates to the Notes Note will state, among other things, state the portion of the principal amount of Notes the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another Depositary), the redemption date, of the redemption price Notes shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemedDepositary. Unless the Company defaults in the payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. The price for any redemption pursuant to Section 3.01 of the Fifth Supplemental Indenture and this Section 1 of this Note shall be paid prior to 12:00 noon, New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to the Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein and in the Indenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption at redemption. The Company’s actions and determinations in determining the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called price shall be selected in accordance with conclusive and binding for all purposes, absent manifest error. Neither the procedures of DTC. The Trustee nor any Paying Agent shall have no any obligation to calculate any redemption price or premiumany component thereof in respect of the Notes, and the Trustee and each Paying Agent shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.

Optional Redemption. (1) Except as set forth in clause (2) belowthe following paragraph, the Notes shall will not be redeemable at the option of the Company prior to __________, 2000. Thereafter, the Notes will be subject to redemption at the option of the Company, in whole at any time or in part from time to timepart, at the Company’s option, prior to the Par Call Dateupon not less than 30 nor more than 60 days' notice, at a redemption price as calculated by the Company Redemption Price equal to the greater of: (a) 100% percentage of the principal amount at Stated Maturity set forth below if redeemed in the 12-month period beginning __________ of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal years indicated: Redemption Year Price ---- ------------ 2000 % 2001 % 2002 % and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on thereafter at a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount Redemption Price equal to 100% of the principal amount at Stated Maturity, together in each case with accrued and unpaid interest (including Additional Amounts, if any) to the Redemption Date (subject to the right of Holders of record on Record Dates to receive interest due on an Interest Payment Date). If, at any time, the Company is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Notes and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company, the Notes may be redeemed, at the option of the Notes redeemedCompany, in whole but not in part, upon not less than 30 or more than 60 calendar days' notice to the Holders in accordance with the terms of the Indenture, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest, if any (including Additional Amounts, if any, to, but excluding, ). The Company will also pay to holders on the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record Redemption Date any Additional Amounts payable in respect of the Notes period ending on the Redemption Date. Prior to be redeemed at its registered address. The the publication of any notice of redemption for the Notes will statepursuant to this provision, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment which in no event will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer given earlier than all of the Notes are to be redeemed at any time, not more than 45 90 days prior to the redemption dateearliest date on which the Company would be required to pay such Additional Amounts were a payment in respect of the Notes then due, the particular Notes Company shall deliver to the Trustee (i) an Officers' Certificate stating that the obligation to pay such Additional Amounts cannot be avoided by the Company taking reasonable measures and (ii) an Opinion of Counsel, independent of the Company and approved by the Trustee, to the effect that the Company has or portions thereof for redemption from will become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the outstanding Notes not previously called shall Company to the Trustee, will be selected in accordance with the procedures of DTCirrevocable. The Trustee shall have no obligation to calculate any redemption price or premiumaccept such Officers' Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the condition precedent set forth in clauses (i) and (ii) above, in which event it shall be conclusive and binding on the Holders.

Optional Redemption. If the unit purchase agreement relating to the Issuer’s pending acquisition of Hermes Consolidated, LLC d/b/a Wyoming Refining Company terminates, the Issuer may redeem all, but not less than all, of the outstanding Notes for cash by delivering notice of such redemption on or prior to August 9, 2016, at a redemption price equal to 102% of the principal amount of Notes to be redeemed, plus any accrued and unpaid interest on such Notes to, but excluding, the redemption date (1) an “Acquisition Redemption”). Except as set forth in clause (2) belowthe immediately preceding paragraph, the Issuer may not redeem the Notes shall be redeemable in whole at prior to June 20, 2019. The Issuer may redeem for cash all or any time or in part from time to timeportion of the Notes, at the Company’s its option, prior to on or after June 20, 2019 if the Par Call Datelast reported sale price of the Common Stock has been at least 140% of the conversion price then in effect (i) on the trading day immediately preceding the date on which the Issuer provides notice of redemption and (ii) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Issuer provides notice of redemption at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; , plus accrued and unpaid interest to, but excluding, the redemption date, payable in cash, plus a “make-whole premium” payment or (b) delivery, as the sum case may be, in cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Issuer’s election, with a value equal to the present values value of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed through June 15, 2021 (exclusive of excluding interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the redemption date). The present value of the remaining interest payments will be computed using a discount rate equal to the reference discount rate. The “reference discount rate” means, in respect of any make-whole premium, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the relevant redemption date to the maturity date of redemption. the Notes; provided, however, that if the period from the relevant redemption date to the maturity date is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used. Any such reference discount rate shall be obtained by the Issuer. If the Issuer elects to satisfy some or all of the make-whole premium through the delivery of shares of Common Stock, then the number of shares of Common Stock a holder will receive will be that number of shares that have a value equal to the cash amount of the make-whole premium payment to be made to such holder in shares, divided by the product of (1) the average of the last reported sale prices of Common Stock over the five trading day period ending on, and including, the third trading day immediately preceding the earlier of (x) if a holder converts its Notes and the relevant conversion date occurs after the date on which the Issuer delivers notice of the relevant redemption (other than an Acquisition Redemption) and prior to the close of business on the scheduled trading day immediately preceding the related redemption date, such conversion date and (y) such redemption date and (2) If 97%. The Issuer must make the Company elects make-whole premium payment on all Notes called for redemption (other than for an Acquisition Redemption) prior to June 15, 2021, including Notes converted after the date the Issuer provides the notice of redemption and prior to the close of business on the scheduled trading day immediately preceding the related redemption date. The redemption date in respect of any redemption of Notes will not be less than 40 nor more than 60 scheduled trading days following delivery of the relevant redemption notice. No “sinking fund” is provided for the Notes, which means that the Issuer is not required to redeem any or retire the Notes on or periodically. Notwithstanding the foregoing, unless the Issuer has elected cash settlement in respect of all conversions of Notes for which the relevant conversion date occurs after the Par Call Datedate on which the Issuer delivers a notice of redemption and prior to the close of business on the scheduled trading day immediately preceding the related redemption date, in no event will the Company shall pay an amount equal Issuer have the right to 100% optionally redeem the Notes at any time at which a shelf registration statement covering resales of the shares of Common Stock, if any, issuable upon conversion of the Notes (as described under “Description of Notes—Registration Rights” in the Preliminary Offering Memorandum) is not effective or the use of such shelf registration statement is then suspended. Use of Proceeds: The Issuer estimates that the net proceeds to it from the Offering will be approximately $96.0 million (or $110.6 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting estimated underwriting discounts and commissions and estimated expenses payable by the Issuer. The Issuer intends to use the net proceeds from the Offering (including any proceeds from the exercise of the initial purchasers’ option to purchase additional Notes) to fund a portion of the purchase price of the Wyoming Refining Acquisition (as defined in the Preliminary Offering Memorandum) and to prepay $5 million of the outstanding principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excludingterm loan under its delayed draw term loan credit agreement. Pending the closing of the Wyoming Refining Acquisition, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date Issuer is required to each Holder of record use approximately $5 million of the Notes net proceeds from the Offering to be redeemed at repay borrowings outstanding under its registered addressdelayed draw term loan credit agreement and it expects to invest the remainder of the net proceeds from the Offering in short-term liquid investment grade securities. The notice of redemption for If the Notes will state, among other thingsWyoming Refining Acquisition does not close, the Issuer intends to use the net proceeds from the Offering allocated for investment in short-term liquid investment grade securities for general corporate purposes, including working capital, capital expenditures and acquisitions, other than the $5 million used to prepay the outstanding principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumterm loan under its delayed draw term loan credit agreement.

Optional Redemption. (1a) Except The provisions of Article 11 of the Base Indenture, as set forth in clause (2supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. b) below, the The Notes shall be redeemable as a whole or in whole part, at any time or in part and from time to time, time at the Company’s option, option prior to February 1, 2026 (the “Notes Par Call Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due , plus a Make-Whole Amount, if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)any, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionRedemption Date. (2c) If The Notes shall be redeemable as a whole or in part, at any time and from time to time at the Company elects to redeem any Notes Company’s option on or after February 1, 2026 and prior to the Par Call Maturity Date, the Company shall pay an amount at a price equal to 100% of the their principal amount of the Notes redeemedamount, plus accrued and unpaid interest, if any, interest to, but excluding, the date of redemptionRedemption Date. (3d) Notice of In each case, redemption shall be sent at least 10 but upon notice not fewer than 30 days and not more than 60 days before prior to the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption dateRedemption Date. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, Redemption Date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify us in writing of the Notes selected for redemption and, in accordance with the procedures case of DTCany Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee shall have no obligation to calculate any redemption price price, including any Make-Whole Amount, or premiumany component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. e) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.

Optional Redemption. (1a) Except as set forth in clause (2) belowSubject to Section 2.6 and Section 2.7 hereof and, for the avoidance of doubt, the BMA Redemption Requirements, prior to June 1, 2030 (the “Par Call Date”), the Company may redeem the Senior Notes shall be redeemable at its option, in whole at any time time, or in part from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (bi)(A) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Senior Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 30 basis pointspoints less (B) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Senior Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, any accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excluding, the date of redemptionRedemption Date. (2b) If Subject to Section 2.6 and Section 2.7 hereof and, for the Company elects to redeem any Notes avoidance of doubt, the BMA Redemption Requirements, on or after the Par Call Date, the Company shall pay an amount may redeem the Senior Notes, in whole at any time, or in part from time to time, at a Redemption Price equal to 100% of the principal amount of the Senior Notes redeemed, being redeemed plus any accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemptionRedemption Date. (3c) Notice The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, the Trustee shall have no responsibility to determine (or to verify or review the Company’s determination of) the Redemption Price or the Treasury Rate. (d) Notwithstanding Section 14.2 of the Original Indenture, for any redemption of the Senior Notes pursuant to Section 2.5 hereof, the Company will send the Holders of the Senior Notes to be redeemed a notice of redemption shall be sent by first-class mail or electronically at least 10 but and not more than 60 days before prior to the date fixed for redemption. Notices of redemption date may, in the Company’s sole discretion, be subject to each Holder one or more conditions precedent, including but not limited to, the consummation of record a financing transaction, equity offering, asset disposition or other corporate transaction (or series of transactions) or the satisfaction of the BMA Redemption Requirements. In addition, if such redemption is subject to the satisfaction of any such condition, the notice of redemption may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as such condition shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that such condition shall not have been satisfied by the Redemption Date, or the Redemption Date so delayed. If the Company elects to redeem fewer than all the Senior Notes outstanding, unless otherwise agreed in a Holder’s redemption agreement, the Trustee, in its sole discretion, will select in a fair and appropriate manner, including pro rata or by lot, the Senior Notes to be redeemed at its registered address. The notice in whole or in part, or, in the case of redemption for Global Notes, based on the Notes will statemethod required by the Depository, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place unless otherwise required by law or places that payment will be made upon presentation and surrender of Notes to be redeemed. applicable stock exchange or Depository requirement. (e) Unless the Company defaults in the payment of the Redemption Price, the Senior Notes called for redemption price, interest will shall cease to accrue any interest on any Notes that have been called for redemption at and after the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumRedemption Date.

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime prior to July 30, 2026, the Company shall have the right to redeem the Notes, in whole or in part, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of principal interest that will be accrued and interest thereon that would be due if unpaid to and including the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury applicable Comparable Government Bond Rate plus 50 40 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateJuly 30, 2026, the Company shall pay an amount have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date Redemption Date. The Company will mail notice of redemption. (3) Notice of any redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at its registered addressthe discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. The In that case, the notice shall state the nature of redemption for such condition precedent. If the Notes will state, among other thingsare only partially redeemed pursuant to Section 3.01 of the Third Supplemental Indenture, the amount of Notes to be redeemedredeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, the redemption date, subject to any applicable Depositary procedures. If money sufficient to pay the redemption price and of all of the place Notes (or places that payment will be made upon presentation and surrender of Notes a portion thereof) to be redeemed. Unless redeemed on the Company defaults Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the payment of the redemption priceIndenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption. In the event of redemption at of this Note in part only, a new Note or Notes for the redemption date. If fewer than all unredeemed portion hereof shall be issued in the name of the Notes are to be redeemed at any time, not more than 45 days prior to Holder hereof upon the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumcancellation hereof.

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable at its option prior to the Maturity Date. (b) Prior to the Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (bA) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 15 basis points, less (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, each Note to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of interest on the Notes to be redeemed at its registered address. The to, but not including, such Redemption Date. (c) Any notice of any redemption for the Notes will state, among other things, the amount of Notes may be given prior to be redeemed, the redemption datethereof, the and any such redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption pricenotice may, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction. (d) If fewer the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes are to be redeemed at any time, not more than 45 days prior in the manner described under Section 3.02 of the Fifty-Second Supplemental Indenture. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the redemption date, provisions of Sections 3.01 through 3.06 of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumFifty-Second Supplemental Indenture.

Optional Redemption. (1) Except as set forth in clause (2) belowNo sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to September 21, 2026. On or after September 21, 2026, and before the 51st Scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes shall be redeemable in whole at any time or in part from time (subject to timethe Partial Redemption Limitation), at the Company’s optionrelevant Redemption Price, prior to if the Par Call Date, Last Reported Sale Price of the Common Stock has been at a redemption price as calculated by the Company equal to the greater of: (a) 100least 130% of the principal amount Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to Trading Day immediately preceding the date on which the Company provides the Notice of redemption), discounted to Redemption in accordance with ‎Section 16.02. The Trustee shall have no liability or responsibility for determining whether the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) conditions for Optional Redemption have been met. If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% fewer than all of the outstanding Notes, at least $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to redemption as of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excludingrelevant date of a Notice of Redemption (such requirement, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date“Partial Redemption Limitation”). If fewer than all of the outstanding Notes are to be redeemed at any time, not more than 45 days prior and the Notes to the redemption datebe redeemed are Global Notes, the particular Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate. If any Note selected for partial redemption from is submitted for conversion in part after such selection, the outstanding Notes not previously called portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption, subject, in accordance with the procedures case of DTC. The Trustee shall have no obligation Notes represented by a Global Note, to calculate any redemption price or premiumthe Depositary’s applicable procedures.

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable redeemable, in each case, in whole at any time or in part from time to timepart, at the Company’s optionoption of the Company beginning with the Interest Payment Date on December 15, 2030, but not prior to the Par Call thereto, and on any Floating Rate Interest Payment Date thereafter (each a “Redemption Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate redeemed plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on interest to but excluding the amount being Redemption Date. The Notes may not otherwise be redeemed to, but excluding, prior to the date of redemptionMaturity Date. (2b) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedpursuant to the optional redemption provisions of Section 5.01(a) of this Fourth Supplemental Indenture on December 15, plus accrued and unpaid interest2030 or any Floating Rate Interest Payment Date thereafter, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsRedemption Date, the Company shall furnish to the Trustee an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, the redemption date, (iv) the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. (v) a Board Resolution. (c) If fewer less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata basis. The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (d) In the case of any redemption, at least 10 days but no more than 60 days before the Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at any timesuch H▇▇▇▇▇’s registered address appearing on the register. The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, not if any) and shall state: (i) the Redemption Date; (ii) the principal amount of the Notes that are being redeemed; (iii) the redemption price and accrued interest to the Redemption Date that is payable pursuant to Section 3.8 of the Base Indenture; (iv) if fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (v) the name and address of the Paying Agent; (vi) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (vii) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date; (viii) if such notice is conditioned upon the occurrence of one or more than 45 conditions precedent, the nature of such conditions precedent; (ix) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (x) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes. The Company may state in the notice of redemption that payment of the redemption price and performance of its obligations with respect to redemption or purchase may be performed by another Person. At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, that the Company shall have delivered to the Trustee, at least 15 days prior to the redemption dateRedemption Date, an Officers’ Certificate requesting that the particular Notes or portions thereof for redemption from Trustee give such notice and attaching a copy of such notice, which shall set forth the outstanding Notes not previously called shall information to be selected stated in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch notice as provided in this Section 5.01.

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall The Securities may be redeemable in whole redeemed at any time or in part from time to time, at the option of the Company’s option, prior in whole or from time to the Par Call Datetime in part, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes Securities then outstanding to be redeemed; , or (bii) the sum of the present values of the remaining scheduled payments of the principal amount to be redeemed and interest thereon (assuming that the Three-Month LIBOR Rate through the Stated Maturity Date of the Securities would be due if remain constant as of the Notes matured on the Par Call Date (Redemption Date), exclusive of accrued but unpaid interest accrued to the date of redemption)Redemption Date, discounted to the date of redemption Redemption Date on a semibond-annual equivalent yield basis (assuming a 360-day year consisting of twelve 30-day months) and at a rate per annum equal to the then current Treasury Three-Month LIBOR Rate as of the Redemption Date plus 50 25 basis pointspoints (0.25%), plus, plus in the case of clauses (a) and (b)each case, accrued and unpaid interest, if interest to the Redemption Date (the “Redemption Price”). Periodic interest installments with respect to which the Interest Payment Date is prior to any Redemption Date will be payable to Holders of record at the close of business on the amount being redeemed torelevant Record Dates referred to herein, but excluding, all as provided in the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Indenture. Notice of redemption shall will be sent mailed at least 10 30 days but not more than 60 days before the redemption date Redemption Date to each Holder of record of the Notes Securities to be redeemed at its his registered address. The notice Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of redemption for $1,000. On or after the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, Redemption Date interest will cease to accrue on any Notes that have been Securities or on the portions thereof called for redemption at redemption, as the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCcase may be. The Trustee shall have no obligation to calculate any redemption price or premiumnot be responsible for the calculation of the Redemption Price. The Company shall notify the Trustee of the Redemption Price promptly after the calculation thereof.

Optional Redemption. (1a) Except The provisions of Article 11 of the Base Indenture, as set forth in clause (2supplemented by the provisions of this Seventh Supplemental Indenture, shall apply to the Notes. b) below, the The Notes shall be redeemable as a whole or in whole part, at any time or in part and from time to time, time at the Company’s option, option prior to October 2, 2026 (the “Notes Par Call Date”), at a redemption price as calculated by the Company equal to the greater of: sum of (ai) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate being redeemed plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionredemption and (ii) the Make-Whole Amount, if any. (2c) If The Notes shall be redeemable as a whole or in part, at any time and from time to time at the Company elects to redeem any Notes Company’s option on or after the Notes Par Call Date and prior to the Maturity Date, the Company shall pay an amount at a price equal to 100% of the their principal amount of the Notes redeemedamount, plus accrued and unpaid interest, if any, interest to, but excluding, the date of redemptionRedemption Date. (3d) Notice of In each case, redemption shall be sent at least 10 but upon notice not fewer than 30 days and not more than 60 days before prior to the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption dateRedemption Date. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, Redemption Date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify us in writing of the Notes selected for redemption and, in accordance with the procedures case of DTCany Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee shall have no obligation to calculate any redemption price price, including any Make-Whole Amount, or premiumany component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. e) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.

Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Series A Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Dateupon not less than 10 nor more than 60 days’ notice, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Series A Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the first Series A Reset Date and ending on and including the first Series A Reset Date and (ii) after the first Series A Reset Date, on any Interest Payment Date. The Company may redeem the Series B Notes in whole or in part upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of redemptionthe principal amount of the Series B Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the first Series B Reset Date and ending on and including the first Series B Reset Date and (ii) after the first Series B Reset Date, on any Interest Payment Date. (3b) Notice If notice of redemption shall is given pursuant to Section 2.06(a) above, the Notes so to be sent at least 10 but not more than 60 days before redeemed will, on the redemption date (subject, in the case of a conditional redemption, to each Holder the satisfaction of record of the Notes to be redeemed all conditions precedent), become due and payable at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price together with any accrued and the place or places that payment will be made upon presentation unpaid interest thereon, and surrender of Notes to be redeemed. Unless from and after such date (unless the Company defaults has defaulted in the payment of the redemption price, interest will price and accrued interest) such Notes shall cease to accrue on bear interest. If any Notes that have been called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior rate then applicable to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumNotes.

Optional Redemption. Prior to February 10, 2026 (1) Except as set forth in clause (2) belowthe “Stated Maturity”), the Issuer may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (bA) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes discounted to the relevant Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Stated Maturity) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 15 basis points, plus, points (such sum to be calculated as set forth in the case of clauses (a) and (bIndenture), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.; or (2ii) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes to be redeemed, plus plus, in the case of either (i) or (ii), accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date Redemption Date. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. 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. (3) Notice , selection of the Notes for redemption shall be sent 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 Redemption Date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless Such notice shall state the Company defaults 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 payment 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 redemption priceIndenture, interest will cease to accrue on any the Notes that have been called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption dateof 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 fewer than 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 Notes are 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 redeemed at any timesatisfied or the Issuer shall not be able or willing to waive such conditions precedent, not more than 45 days prior in each case subject to policies and procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the redemption datesatisfaction of any conditions precedent provided in the notice of redemption, the particular Notes or portions thereof called for redemption from will become due and payable on the outstanding Notes not previously called shall be selected in accordance with Redemption Date and at the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumapplicable Redemption Price.

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be are redeemable in whole at any time or in part from time to time, at the Company’s optionelection, in whole or in part at any time upon not less than 15 nor more than 60 days’ notice. The redemption price for the Notes that are redeemed before the date that is three months prior to the Par Call Date, at a redemption price as calculated by the Company maturity will be equal to the greater of: : (ai) 100% of the aggregate principal amount of the Notes to be redeemed; or , or (bii) as determined by an Independent Investment Banker, the sum of the present values of (i) the remaining scheduled payments of principal and (ii) all required interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of such payments of interest accrued to the Redemption Date) to the date of redemption), this is three months prior to maturity discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate Rate, plus 50 basis points, plus, in either of the case of clauses (a) and (b)above cases, accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemption. (2) If Redemption Date. The redemption price for the Company elects to redeem any Notes that are redeemed on or after the Par Call DateJanuary 15, the Company shall pay an amount 2029 will be equal to 100% of the their principal amount of the Notes redeemedamount, plus together with accrued and unpaid interest, if any, interest to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but Redemption Date, and will not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemedinclude a “make whole” premium. Unless the Company Issuer defaults in the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on any the Notes that have been or portion thereof called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCredemption. The Trustee shall have no obligation to calculate any or verify the calculation of the redemption price. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. (b) In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or premiumif such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such other manner as the Trustee shall deem fair and appropriate. On and after any Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption unless the Company shall fail to redeem any such Note.

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to their applicable Par Call Date, the Issuer may, at its option, redeem all or a portion of the 2021 Notes shall be redeemable in whole and the 2026 Notes, as the case may be, at any time or in part from time to time. The Redemption Price for the 2021 Notes and the 2026 Notes, at the Company’s optionas applicable, prior to the Par Call Date, at a redemption price as calculated by the Company be redeemed on any Redemption Date will be equal to the greater of: of the following amounts: (a1) 100% of the principal amount of the such series of Notes to be redeemedredeemed on the Redemption Date; or and (b2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would on the Notes to be due redeemed (calculated as if the such Notes matured on the their applicable Par Call Date (Date), exclusive of interest accrued to to, but excluding, the date of redemption)Redemption Date, discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate Rate, plus 50 35 basis points, plus, points in the case of clauses (a) the 2021 Notes and (b)40 basis points in the case of the 2026 Notes, as determined by the applicable Independent Investment Banker; plus, in each case, accrued and unpaid interest, if any any, on the amount being notes to be redeemed to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes Notwithstanding Section 4.01(a), on or after the their applicable Par Call Date, the Company Issuer shall pay an amount have the right to redeem, at its option, in whole or in part, the 2021 Notes and the 2026 Notes, in each case, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus plus, accrued and unpaid interest, if any, to, but excluding, the date of redemptionRedemption Date. (3c) Notwithstanding Sections 4.01(a) and 4.01(b), installments of interest on the applicable series of 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 applicable series of Notes and the Indenture. (d) Notice of any redemption shall will be mailed (or, to the extent permitted or required by applicable procedures or regulations of DTC, sent electronically) at least 10 15 days but not more than 60 days before the redemption date Redemption Date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company Issuer defaults in the payment of the redemption priceRedemption Price, on and after the Redemption Date, interest will cease to accrue on any the Notes that have been or portions thereof called for redemption at redemption. (e) If the redemption date. If fewer Issuer chooses to redeem less than all of the Notes of any series and the Notes are global notes, the Notes to be redeemed at any timewill be selected by DTC in accordance with applicable DTC procedures. If the Notes to be redeemed are not global notes then held by DTC, the particular Notes to be redeemed shall be selected by the Trustee not more than 45 days prior to the redemption dateRedemption Date. Subject to applicable DTC procedures or regulations, the particular Trustee will select the Notes or portions thereof for redemption from to be redeemed by such method as the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation deem appropriate. (f) Notwithstanding anything to calculate the contrary in clause (f) of the second paragraph of Section 11.4 and the last paragraph of Section 11.4 of the Base Indenture, the Issuer shall not be permitted to undertake an optional redemption of the Notes of any redemption price or premiumseries pursuant to this Section 4.01 that is subject to conditions precedent.

Optional Redemption. (1) Except as set forth in clause (2) belowThe Notes will be redeemable, the Notes shall be redeemable in whole at any time or in part from time to timepart, at the option of the Company’s option, until 60 days prior to the Par Call Date, expiration of the Initial Interest Rate Period at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the their principal amount of the Notes to be redeemed; or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if (not including the Notes matured on the Par Call Date (exclusive portion of any such payments of interest accrued to as of the date of redemption), redemption date) discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Yield plus 50 20 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, interest to the date of redemption. (2) If , such redemption price to be set forth in an Officers' Certificate delivered to the Trustee before the redemption date and upon which the Trustee may conclusively rely. The Notes will then be subject, at any time, subject to certain exceptions, to the optional redemption by the Company elects commencing 60 days after the Initial Interest Rate Period. If less than all of the Notes are to redeem be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, the particular Notes or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes to be redeemed (which, as long as the Notes are held in the book-entry only system, will be DTC (or its nominee) or a successor Depositary); provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of any proceedings for the redemption of Notes as to which there shall have been no such failure or defect. On and after the date fixed for redemption (unless the Company shall default in the payment of the Notes or portions thereof to be redeemed at the applicable redemption price, together with interest accrued thereon to such date), interest on the Notes or the portions thereof so called for redemption shall cease to accrue. No notice of redemption of the Notes will be mailed during the continuance of any event of default under the Indenture, except that (i) when notice of redemption of any Notes on or after the Par Call Datehas been mailed, the Company shall redeem such Notes but only if funds sufficient for that purpose have prior to the occurrence of such event of default been deposited with the Trustee or a paying agent for such purpose, and (ii) notices of redemption of all outstanding Notes may be given during the continuance of an event of default under the Indenture. Any notice of redemption given at the option of the Company may state that such redemption will be conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Notes and that if such money has not been so received, such notice will be of no force and effect and the Company will not be required to redeem such Notes. PURCHASE AND REDEMPTION OF NOTES Special Mandatory Purchase. Notes which have not been remarketed by 12:00, New York City time, on an Interest Rate Adjustment Date for such Notes will be purchased by the Company directly or through a Liquidity Provider pursuant to the Special Mandatory Purchase Right. In such event, either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the beneficial owners of the Notes subject to Special Mandatory Purchase prior to 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Such funds shall be in an amount sufficient to pay the aggregate purchase price of such unremarketed Notes, equal to 100% of the principal amount of thereof. In the event a Standby Note Purchase Agreement is in effect but the Liquidity Provider shall fail to advance funds for whatever reason thereunder, the Company will be obligated to purchase such unremarketed Notes redeemed, plus on such Interest Rate Adjustment Date. The Company will be responsible for paying the accrued and unpaid interest, if any, toon such Notes by depositing sufficient same- day funds therefor with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) prior to 3:00 p.m., but excludingNew York City time, on such Interest Rate Adjustment Date. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations therein set forth, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record transfer of the Notes to be redeemed at its registered address. The notice of redemption for is registrable in the Notes will stateSecurity Register, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of such Notes to be redeemed. Unless for registration of transfer at the office or agency of the Company defaults in any place where the payment principal of the redemption priceand premium, if any, and any interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Company and the Security Registrar or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be redeemed at any time, not more than 45 days prior issued to the redemption datedesignated transferee or transferees. The Notes are issuable only in fully registered form in a minimum denomination of $100,000 and increments of $1,000 thereafter. The Notes of any series will be exchangeable for other Notes of the same series of any authorized denominations and of a like aggregate principal amount and tenor. The Notes may be presented for exchange or registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the particular Notes office of the Trustee maintained in the Borough of Manhattan, The City of New York, for such purpose with respect to any series of Notes, without service charge but upon payment of any taxes and other governmental charges as described in the Indenture. Such transfer or portions thereof for redemption from exchange will be effected upon the outstanding Notes not previously called shall be selected in accordance Company and the Trustee being satisfied with the procedures documents of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumtitle and indemnity of the person making the request.

Optional Redemption. (1a) No sinking fund is provided for the Notes. Except as set forth in clause (2) belowthe case of a Cleanup Redemption or a Tax Redemption, the Notes shall not be redeemable by the Company prior to August 20, 2027. On or after August 20, 2027 and prior to the 41st scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem for cash all or any part of the Notes (subject to the Partial Redemption Limitation), at the Redemption Price, if the Last Reported Sale Price of the Class A Ordinary Shares has been at least 150% of the Conversion Price then in effect for at least twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Optional Redemption Notice in accordance with this Section 11.02 (an “Optional Redemption”); provided, however that the Company may not redeem less than all of the outstanding Notes unless at least $75,000,000 aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related Optional Redemption Notice and after giving effect to the delivery of such Optional Redemption Notice (such limitation, a “Partial Redemption Limitation”). (b) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 11.02, it shall fix a date for Optional Redemption (each, an “Optional Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Optional Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (an “Optional Redemption Notice”) not less than forty-five (45) nor more than sixty (60) Scheduled Trading Days prior to the Optional Redemption Date to each Holder of Notes so to be redeemed (provided, that if the Company elects Physical Settlement for conversions of Notes called (or deemed called) for Optional Redemption during the related Redemption Period, the Company may not provide less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before the applicable Optional Redemption Date); provided, however, that, if the Company shall give such notice, it shall also give written notice of the Optional Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the paying agent (if other than the Trustee). The Optional Redemption Date must be a Business Day, and the Company may not specify an Optional Redemption Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date. (c) The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice by mail or any defect in the Optional Redemption Notice to the Holder of any Note designated for Optional Redemption as a whole at any time or in part from time shall not affect the validity of the proceedings for the Optional Redemption of any other Note. (d) Each Optional Redemption Notice shall specify: (i) the Optional Redemption Date; (ii) the Redemption Price; (iii) that on the Optional Redemption Date, the Redemption Price will become due and payable upon each Note to timebe redeemed, at and that interest thereon, if any, shall cease to accrue on and after the Company’s optionOptional Redemption Date; (iv) the name and address of the paying agent and Conversion Agent; (v) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, prior if applicable; (vii) the Conversion Rate and, if applicable, the number of Additional Class A Ordinary Shares added to the Par Call DateConversion Rate in accordance with Section 9.04; (viii) the CUSIP, at a redemption price as calculated by ISIN or other similar numbers, if any, assigned to such Notes; and (ix) in case any Note is to be redeemed in part only, the Company equal to the greater of: (a) 100% portion of the principal amount of the Notes thereof to be redeemed; or (b) redeemed and on and after the sum Optional Redemption Date, upon surrender of the present values of the remaining scheduled payments of such Note, a new Note in principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued amount equal to the date of redemption), discounted to unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. Simultaneously with providing the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call DateOptional Redemption Notice, the Company shall pay an amount equal to 100% of publish a notice containing the principal amount of information included in the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, Optional Redemption Notice on the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among Company’s website or through such other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless public medium as the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCmay use. The Trustee shall have no obligation to calculate make any redemption price determination in connection with the foregoing. If the Company elects to redeem less than all of the outstanding Notes, and the Holder of any Note, or premiumany owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the close of business on the 44th Scheduled Trading Day immediately before the relevant Optional Redemption Date (or, if the Company elects Physical Settlement for conversions that occur during the related Redemption Period, on the fourth business day immediately preceding the relevant Optional Redemption Date), whether such note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Business Day immediately before such Optional Redemption Date, and each such conversion will be deemed to be of a Note called for Optional Redemption. If fewer than all of the outstanding Notes are to be redeemed, the Trustee will select the Notes to be redeemed (in principal amounts of $1,000 or multiples there) by lot, on a pro rata basis (subject to rounding to the nearest $1,000 principal amount) or by other method the Trustee considers to be fair and appropriate and, in the case of a Global Note, in accordance with and subject to the Applicable Procedures. No Notes may be redeemed by Optional Redemption if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price).

Optional Redemption. (1a) Except as set forth in clause (2) belowAt its option, the Notes shall be redeemable in whole Issuer at any time prior to the Par Call Date (as defined in paragraph 5 of the form of Note attached as Exhibit A), may choose to redeem all or in part any portion of the Notes, at once or from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the such Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be have been due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined in paragraph 5 of the form of Note attached as Exhibit A), plus 50 45 basis points, plus, in the either case of clauses (a) and (b), accrued and unpaid interest, if any any, to the Redemption Date (subject to the right of Holders on the amount being redeemed to, but excluding, relevant record date to receive interest due on the date of redemptionrelevant interest payment date). (2b) If At its option, the Company elects to redeem Issuer at any Notes time on or after the Par Call Date, may choose to redeem all or any portion of the Company shall pay an amount Notes, at once or from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedsuch Notes, plus accrued and unpaid interest, if any, to, but excluding, to the Redemption Date (subject to the right of Holders on the relevant record date of redemptionto receive interest due on the relevant interest payment date). (3c) Notice Notwithstanding any contrary provisions in Sections 3.02 or 3.03 of the Base Indenture: (A) Any notice of redemption of the Notes shall be sent at least given not less than 10 but not days nor more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption datedate fixed for redemption, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected otherwise in accordance with the procedures Base Indenture. (B) Any redemption of DTCthe Notes may, at the Issuer’s discretion, be conditioned on the satisfaction or waiver of one or more conditions, including a sale of securities or other financing, in each case as specified in the notice of redemption in reasonable detail. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred on or before the Redemption Date or have been waived by the Issuer on or before the Redemption Date. The Trustee Issuer shall have provide notice of any waiver of a condition or failure to meet such conditions no obligation to calculate later than the Redemption Date. (d) Except as provided above, any redemption price or premiumof the Notes shall be made pursuant to the provisions of Sections 3.01 through 3.03 of the Base Indenture. The actual redemption price, calculated as provided in this Section 4.01 and paragraph 5 of the form of Note attached as Exhibit A hereto, shall be certified in writing to the Trustee by the Issuer no later than two Business Days prior to each Redemption Date.

Optional Redemption. (1a) Except The provisions of Article 11 of the Base Indenture, as set forth in clause (2supplemented by the provisions of this Fifth Supplemental Indenture, shall apply to the Notes. b) below, the The Notes shall be redeemable as a whole or in whole part, at any time or in part and from time to time, time at the Company’s option, option prior to January 1, 2026 (the “Notes Par Call Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due , plus a Make-Whole Amount, if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)any, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionRedemption Date. (2c) If The Notes shall be redeemable as a whole or in part, at any time and from time to time at the Company elects to redeem any Notes Company’s option on or after January 1, 2026 and prior to the Par Call Maturity Date, the Company shall pay an amount at a price equal to 100% of the their principal amount of the Notes redeemedamount, plus accrued and unpaid interest, if any, interest to, but excluding, the date of redemptionRedemption Date. (3d) Notice of In each case, redemption shall be sent at least 10 but upon notice not fewer than 30 days and not more than 60 days before prior to the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption dateRedemption Date. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, Redemption Date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify us in writing of the Notes selected for redemption and, in accordance with the procedures case of DTCany Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee shall have no obligation to calculate any redemption price price, including any Make-Whole Amount, or premiumany component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. e) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.

Optional Redemption. (1) Except The provisions of Article 11 of the Base Indenture, as set forth amended by the provisions of this Supplemental Indenture, shall apply to the Notes. Prior to maturity, in clause (2) belowthe case of the 2023 Notes, and prior to the Par Call Date, in the case of the 2025 Notes, the Notes shall be redeemable are redeemable, in whole at any time or in part from time to timepart, at the Company’s option, prior at any time and from time to the Par Call Datetime, at a redemption price as calculated by (the Company “Make-Whole Redemption Price”) equal to the greater of: : (ai) 100100.0% of the principal amount of the such Notes to be redeemed; or and (bii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due (in the case of the 2025 Notes, calculated as if the maturity date of the 2025 Notes matured on is the Par Call Date (Date), exclusive of interest accrued to and unpaid as of the date of redemption)Redemption Date, discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plusin the case of the 2023 Notes, or 50 basis points, in the case of clauses (a) and (b)the 2025 Notes, plus, in each case, accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount 2025 Notes will be redeemable, in whole or in part at any time and from time to time, at a redemption price (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, each a “Redemption Price”) equal to 100100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemptionRedemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Optional Redemption. (1a) Except The provisions of Article 3 of the Base Indenture, as set forth in clause (2amended and supplemented by the provisions of this Second Supplemental Indenture, shall apply with respect to the Notes. b) below, the The Notes shall be redeemable as a whole or in whole part at any time or in part and from time to timetime on or after May 31, 2021 at the Company’s option, upon notice not fewer than 30 days and not more than 60 days prior to the Par Call Datedate fixed for redemption to each Holder of Notes to be redeemed, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and plus any unpaid interest payable thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of fixed for redemption. (2c) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be selected in accordance with an authorized denomination (which will not be less than the procedures of DTCminimum authorized denomination) for such Notes. The Trustee shall have no obligation will promptly notify us in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to calculate any be redeemed. d) Unless the Company defaults on the payment of the redemption price or premiumprice, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.

Optional Redemption. (1) Except as set forth The provisions of this Section 2.10 apply solely with respect to the Notes and all references to Holders in clause (2) below, this Section 2.10 shall be solely to Holders of the Notes. The Notes shall be redeemable at the Company’s option prior to the Maturity Date in whole accordance with this Section 2.10 and Sections 3.01, 3.02 and 3.03 of the Base Indenture (as amended by this Section 2.10). (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or in part from time to time, at the Company’s option, time prior to the Par Call Maturity Date, at a in whole or in part. The redemption price as calculated by the Company (“Redemption Price”) will equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; redeemed or (bii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) that would be due if the such Notes matured on 90 days prior to the Maturity Date (the “Par Call Date (exclusive of interest accrued to Date”) but for the date of redemption), redemption thereof discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate plus 50 35 basis pointspoints (0.350% or thirty-five one-hundredths of one percent), plus, in the case of both clauses (ai) and (bii), accrued and unpaid interest, if any interest on the principal amount of the Notes being redeemed to, but excluding, the date applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption. (2) If ). Notwithstanding the Company elects to redeem any foregoing, if the Notes are redeemed on or after the Par Call DateJune 15, 2030, the Company shall pay an amount Redemption Price will be equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, accrued thereon to, but excluding, the date of redemptionRedemption Date. (3b) Notice of redemption The Issuer shall be sent at least 10 but not more than 60 days before redeem the redemption Notes pursuant to Section 2.10(a) hereof on any date to each Holder of record if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to be redeemed at its registered address. The notice such date (except in the case of redemption for an acceleration resulting from a default by the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults Issuer in the payment of the redemption price, interest will cease Redemption Price with respect to accrue on any the Notes that have been called for redemption at the redemption date. If fewer than all to be redeemed). (c) Section 3.02 of the Notes are to be redeemed at any time, not more than 45 days prior Base Indenture is hereby amended with respect to the redemption dateNotes only by changing, in the first sentence thereof, the particular Notes or portions thereof for redemption from number “30” to the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumnumber “15”.

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to time, the Company may at its option redeem the Company’s optionNotes of any series, prior to the Par Call Datein whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price as calculated by the Company equal to the greater of: of (a1) 100% of the aggregate principal amount of the Notes to be redeemed; or redeemed and (b2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis pointsRemaining Scheduled Payments, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excluding, the date redemption date, subject to the rights of redemption. (2) If Holders of the Notes to be redeemed on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to such redemption date; provided that if the Company elects to redeem redeems any 2024 Notes or 2028 Notes on or after the applicable Par Call Date, the Company shall pay an amount redemption price for such Notes to be redeemed will equal to 100% of the aggregate principal amount of the such Notes redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemedincluding, the redemption date. In determining the present values of the Remaining Scheduled Payments, the Company will discount such payments to the redemption date on an annual basis (Actual/Actual (ICMA)) using a discount rate equal to the Bund Rate plus 30 basis points for any 2024 Notes and 35 basis points for any 2028 Notes. Notice of any redemption of any series of Notes in connection with a corporate transaction (including any equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment performance of the Company’s obligations with respect to such redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to may be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumperformed by another Person.

Optional Redemption. (1) Except as set forth in clause (2) belowThe Issuer may redeem all or, the Notes shall be redeemable in whole at any time or in part from time to time, a part of the Notes, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company prices equal to the greater of: (a) 100% of the principal amount of the Notes being redeemed plus accrued interest, if any, to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be redeemed; or (b) the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive being redeemed not including any portion of such payment of interest accrued to on the date of redemption), from the redemption date to the maturity date, discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and ; over (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes being redeemed. In addition, the Notes may be redeemed, in whole or in part, by the Issuer on or after July 17, 2020 upon not less than 30 nor more than 60 days’ prior notice, at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, to the date of redemption. (3) Notice of . If the optional redemption shall be sent at least 10 but not more than 60 days date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption date to each Holder by the Issuer. In the case of record any partial redemption, the Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed at its registered address. The in part only, the notice of redemption for relating to that Note will state the Notes will state, among other things, portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes thereof to be redeemed. Unless A new Note in principal amount equal to the Company defaults unredeemed portion thereof will be issued and delivered to the Trustee, or in the payment case of Definitive Notes, issued in the name of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all Holder thereof upon cancellation of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumoriginal Note.

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable redeemable, in each case, in whole at any time or in part from time to timepart, at the Company’s optionoption of the Company beginning with the Interest Payment Date on December 15, 2025, but not prior to the Par Call thereto, and on any Floating Rate Interest Payment Date thereafter (each a “Redemption Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate redeemed plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on interest to but excluding the amount being Redemption Date. The Notes may not otherwise be redeemed to, but excluding, prior to the date of redemptionMaturity Date. (2b) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedpursuant to the optional redemption provisions of Section 5.01(a) of this Third Supplemental Indenture on December 15, plus accrued and unpaid interest2025 or any Floating Rate Interest Payment Date thereafter, if any, to, but excluding, at least 30 days prior to the date of redemption. Redemption Date (3) Notice of redemption unless a shorter notice shall be sent at least 10 agreed to in writing by the Trustee) but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsRedemption Date, the Company shall furnish to the Trustee an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, the redemption date, (iv) the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. (v) a Board Resolution. (c) If fewer less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata basis. The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (d) In the case of any redemption, at least 30 days but no more than 60 days before the Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at any timesuch Holder’s registered address appearing on the register. The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, not if any) and shall state: (i) the Redemption Date; (ii) the principal amount of the Notes that are being redeemed; (iii) the redemption price and accrued interest to the Redemption Date that is payable pursuant to Section 3.8 of the Base Indenture; (iv) if fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (v) the name and address of the Paying Agent; (vi) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (vii) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date; (viii) if such notice is conditioned upon the occurrence of one or more than conditions precedent, the nature of such conditions precedent; (ix) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (x) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes. The Company may state in the notice of redemption that payment of the redemption price and performance of its obligations with respect to redemption or purchase may be performed by another Person. At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption dateRedemption Date, an Officers’ Certificate requesting that the particular Notes or portions thereof for redemption from Trustee give such notice and attaching a copy of such notice, which shall set forth the outstanding Notes not previously called shall information to be selected stated in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch notice as provided in this Section 5.01.

Optional Redemption. (a) If the Issuer elects to redeem the Senior Notes pursuant to the optional redemption provisions of Section 2.6(i), it shall furnish to the Trustee, at least 15 days but not more than 60 days before the Redemption Date, an Officer’s Certificate setting forth (1) Except as set forth in clause the Redemption Date, and (2) belowthe CUSIP and/or ISIN numbers of the Senior Notes. (b) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate and in accordance with the applicable procedures of DTC in the case of Global Notes, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes. (c) The Trustee shall promptly notify the Issuer in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed. (d) For all purposes of this Third Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (e) Notice of redemption to the Holders of Senior Notes to be redeemed as a whole or in part at the option of the Issuer shall be given by first-class mail, postage prepaid, mailed or otherwise delivered electronically to holders of Global Notes, with a copy to the Trustee, not fewer than 15 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.6(h); (iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Issuer pursuant to Section 9.02 of the Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be redeemable given by the Issuer or, at the Issuer’s request, by the Trustee in whole the name and at the expense of the Issuer; provided, that if the Issuer requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five days prior to the date such notice is required to be sent to the Holders (or such shorter period as shall be acceptable to the Trustee). (f) On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date. (g) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to, but not including, the Redemption Date therein specified and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Senior Notes shall cease to bear interest. Upon surrender of such Senior Notes for redemption in accordance with the notice, such Senior Notes shall be paid by the Issuer at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of Section 2.06 of the Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (h) Any Senior Note that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Issuer pursuant to Section 9.02 of the Indenture (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form reasonably satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the expense of the Issuer, a new Senior Note or Senior Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered. (i) Prior to the Par Call Date, the Issuer may redeem the Senior Notes at its option at any time in whole or in part from time upon at least 15 days, but not more than 60 days, prior notice given by mail to time, at the Company’s option, registered address of each Holder of the Senior Notes to be redeemed. If the Issuer elects to redeem the Senior Notes prior to the Par Call Date, at it shall pay a redemption price as calculated by the Company Redemption Price equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date: (ai) 100% of the aggregate principal amount of the Senior Notes to be redeemedredeemed on the Redemption Date; or or (bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments the Issuer shall discount such payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 basis points0.20%. In addition, plusat any time and from time to time, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Senior Notes at its option, either in whole or in part, upon at least 15 days, but not more than 60 days, prior notice given by mail to the registered address of each Holder of the Senior Notes to be redeemed or otherwise delivered electronically to holders of Global Notes, with a copy to the Trustee, at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes redeemedto be redeemed on the redemption date, plus accrued and unpaid interest, if any, interest on such notes to, but excluding, the date of redemption. (3Redemption Date. Any redemption pursuant to this Section 2.6(i) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSection 2.6(a) through (h).

Optional Redemption. (a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Third Supplemental Indenture, shall apply to the Notes. (b) Prior to June 1, 2035 (three months prior to the Maturity Date) Except as set forth in clause (2) belowthe “Par Call Date”), the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Datetime (an “Optional Redemption”), at a redemption price Redemption Price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (b1) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis points, plus, in the case of clauses points less (a2) and (b), interest accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. (2c) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemptionRedemption Date. (3d) The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (e) Notice of any redemption shall will be sent mailed or electronically delivered (or, if the Notes are represented by one or more Global Securities, transmitted in accordance with the Depositary’s standard procedures therefor) at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender holder of Notes to be redeemed. Unless the Company defaults in the payment Notwithstanding Article 11 of the Base Indenture, the notice of redemption pricewith respect to any redemption pursuant to Section 3.05(b) need not set forth the Redemption Price but only the manner of calculation thereof as described above. (f) The Company shall notify the Trustee of the Redemption Price with respect to any Optional Redemption promptly after the calculation thereof and the Trustee may rely upon the Redemption Price contained in any such notice. The Trustee shall not be responsible for, interest will cease to accrue on or be liable in connection with, the calculation of such Redemption Price (or any Notes that have been called component thereof) or for redemption at the redemption date. determining whether manifest error has occurred. (g) If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Trustee shall select the Notes or portions of the Notes to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for redemption Notes and portions of Notes in amounts of $1,000 and integral multiples of $1,000 in excess thereof (provided that the unredeemed portion of any Note to be redeemed in part will not be less than $2,000) and shall thereafter promptly notify the Company in writing of the numbers of Notes to be redeemed, in whole or in part; provided that if the Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor. (h) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (1a) Except as set forth in clause (2) belowThe Notes will be redeemable, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, option at a redemption price as calculated by the Company equal to the greater of: (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive not including any portion of such payments of interest accrued to as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined below), plus 50 20 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, interest thereon to the date of redemption. 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. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3b) Notice of any redemption shall will be sent mailed at least 10 30 days but not more than 60 days before the redemption date to each Holder of record holder of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, on and after the redemption date, interest will cease to accrue on any the Notes that have been or portions thereof called for redemption at the redemption dateredemption. If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called to be redeemed shall be selected by lot by The Depository Trust Company, in accordance with the procedures case of DTC. The Notes represented by a global security, or by the Trustee shall have no obligation by a method the Trustee deems to calculate any redemption price or premiumbe fair and appropriate, in the case of Notes that are not represented by a global security.

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would on the Notes to be due if redeemed discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 30 basis pointspoints less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to but not including the amount being redeemed to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, interest thereon to but excluding, not including the date of redemptionRedemption Date. (3c) Notice of redemption The Company’s actions and determinations in determining the Redemption Price shall be sent at least 10 but not more than 60 days before conclusive and binding for all purposes, absent manifest error. (d) In the redemption date to each Holder case of record a partial redemption, selection of the Notes for redemption will 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 last sentence of this Section 3.1(d). No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Note will state, among other things, state the portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of such Depositary. (e) Unless the Company defaults in the payment of the redemption priceRedemption Price, on and after the Redemption Date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (a) If the Issuer elects to redeem the Senior Notes pursuant to the optional redemption provisions of Section 2.6(i), it shall furnish to the Trustee, at least 15 days but not more than 60 days before the Redemption Date, an Officer’s Certificate setting forth (1) Except as set forth in clause the Redemption Date, and (2) belowthe CUSIP and/or ISIN numbers of the Senior Notes. (b) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate and in accordance with the applicable procedures of DTC in the case of Global Notes, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes. (c) The Trustee shall promptly notify the Issuer in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed. (d) For all purposes of this Second Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (e) Notice of redemption to the Holders of Senior Notes to be redeemed as a whole or in part at the option of the Issuer shall be given by first-class mail, postage prepaid, mailed or otherwise delivered electronically to holders of Global Notes, with a copy to the Trustee, not fewer than 15 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.6(h); (iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Issuer pursuant to Section 9.02 of the Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be redeemable given by the Issuer or, at the Issuer’s request, by the Trustee in whole the name and at the expense of the Issuer; provided, that if the Issuer requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five days prior to the date such notice is required to be sent to the Holders (or such shorter period as shall be acceptable to the Trustee). (f) On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date. (g) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to, but not including, the Redemption Date therein specified and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Senior Notes shall cease to bear interest. Upon surrender of such Senior Notes for redemption in accordance with the notice, such Senior Notes shall be paid by the Issuer at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of Section 2.06 of the Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (h) Any Senior Note that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Issuer pursuant to Section 9.02 of the Indenture (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form reasonably satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the expense of the Issuer, a new Senior Note or Senior Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered. (i) Prior to the Par Call Date, the Issuer may redeem the Senior Notes at its option at any time in whole or in part from time upon at least 15 days, but not more than 60 days, prior notice given by mail to time, at the Company’s option, registered address of each Holder of the Senior Notes to be redeemed. If the Issuer elects to redeem the Senior Notes prior to the Par Call Date, at it shall pay a redemption price as calculated by the Company Redemption Price equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date: (ai) 100% of the aggregate principal amount of the Senior Notes to be redeemedredeemed on the Redemption Date; or or (bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments the Issuer shall discount such payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 basis points0.15%. In addition, plusat any time and from time to time, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Senior Notes at its option, either in whole or in part, upon at least 15 days, but not more than 60 days, prior notice given by mail to the registered address of each Holder of the Senior Notes to be redeemed or otherwise delivered electronically to Holders of Global Notes, with a copy to the Trustee, at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes redeemedto be redeemed on the redemption date, plus accrued and unpaid interest, if any, interest on such notes to, but excluding, the date of redemption. (3Redemption Date. Any redemption pursuant to this Section 2.6(i) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSection 2.6(a) through (h).

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the First Call Date, the Notes Company shall be redeemable have the right, at its option, to redeem any of the Notes, in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Datepart, at a redemption price as calculated by the Company equal to the greater of: of (a1) 100% of the principal amount of the such Notes to be redeemed; or and (b2) the sum of the present values value of the redemption price of the Notes to be redeemed on the First Call Date plus each remaining scheduled payments payment of principal and interest thereon that would be due if during the Notes matured on period between the Par Redemption Date and the First Call Date (exclusive of interest accrued to to, but not including, the date of redemption), in each case, discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis pointspoints (the “Make-Whole Amount”), plus, in the case of clauses (a) and (b)each case, any accrued and unpaid interestinterest on the principal amount of the Notes, if any on the amount being redeemed any, to, but excludingnot including, the date of redemptionredemption and any deferred interest and arrears of interest thereon. (2b) If On (i) any day during the Company elects to redeem period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date, and (ii) on any Notes on or after the Par Call DateInterest Payment Date thereafter, the Company shall pay have the right to redeem all, but not less than all, of the Notes at the option of the Company (an amount “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Notes redeemedto be redeemed plus, plus in each case, any accrued and unpaid interestinterest on the principal amount of the Notes, if any, to, but excludingnot including, the date of redemption. redemption and any deferred interest and arrears of interest thereon upon giving not less than ten (310) Notice of redemption shall be sent at least 10 but and not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The sixty (60) calendar days’ irrevocable notice of redemption for to the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price Trustee and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumHolders as set forth under Section 9.01.

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall The Debentures will be redeemable in whole at any time or in part from time to time, at the option of the Company’s option, prior to the Par Call Date, at a redemption price as calculated by (the Company “Redemption Price”) equal to the greater of: (ai) one hundred percent (100% %) of the outstanding principal amount of the Notes to be Debentures being redeemed or (ii) the Canada Yield Price calculated in respect of the Debentures being redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any interest on the principal amount being redeemed toto but excluding the redemption date. Notwithstanding the foregoing, but excluding, the date installments of redemption. (2) If the Company elects to redeem any Notes interest on Debentures that are due and payable on Interest Payment Dates falling on or after prior to a redemption date will be payable on the Par Call Date, Interest Payment Date to the Company shall pay an amount equal to 100% Holders as of the principal amount close of business on the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) relevant Record Date. Notice of any redemption shall will be sent mailed by first class mail, postage prepaid, at least 10 30 days but not no more than 60 days before the redemption date to each Holder of record of the Notes Debentures (and to beneficial owners as required by applicable law) to be redeemed at its registered address. The notice of redemption for such Holder’s address as it appears on the Notes will state, among other things, Registrar’s books (the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed“Redemption Notice”). Unless the Company defaults in the payment of the Redemption Price and accrued and unpaid interest, on and after the redemption pricedate, interest will cease to accrue on any Notes that have been the Debentures or portions thereof called for redemption at the redemption dateredemption. If fewer than all of the Notes Debentures are to be redeemed at any timeredeemed, the Company shall notify the Trustee not more than 45 60 days prior to the redemption date, as to the particular Notes Debentures or portions thereof for redemption from the outstanding Notes Debentures not previously called called. The Debentures to be so redeemed shall be selected by the Company on a pro rata basis to the nearest multiple of $1,000 in accordance with the procedures principal amount of DTCthe Debentures registered in the name of each Holder. All Debentures redeemed under the provisions of this Article 3 shall be forthwith delivered to and cancelled by the Trustee, and no Debentures shall be issued in substitution thereof. Prior to 4:00 p.m. (Toronto time) on the Business Day immediately preceding the Redemption Date, the Company shall deposit with the Trustee (or, if the Company acts as Paying Agent, shall segregate and hold in trust) an amount of money in immediately available funds sufficient to pay the Redemption Price payable upon redemption on the Debentures to be redeemed on that date, other than Debentures or portions thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation or have been converted. The Trustee shall have no obligation as promptly as practicable return to calculate the Company any redemption price or premiumfunds not required for that purpose or, if such funds are then held by the Company in trust and are not required for such purpose, they shall be discharged from the trust.

Optional Redemption. (1) Except as set forth in clause (2) belowThe Company may, at its option, redeem the Notes shall be redeemable Notes, in whole or in part, at any time or in part and from time to timetime prior to March 7, at the Company’s option, 2036 (three months prior to the maturity date of the Notes) (the “Par Call Date, ”) at a redemption price price, as calculated determined by the Company Company, equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; or redeemed and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if Remaining Scheduled Payments on the Notes matured on the Par Call Date (exclusive of interest accrued being redeemed, discounting such payments to the redemption date of redemption), discounted to the date of redemption on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury Rate applicable Comparable Government Bond Rate, plus 50 25 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interestinterest to, if any but excluding, the date of redemption on the principal balance of the Notes being redeemed. At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount being redeemed of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. (2) If the Company elects to redeem The Trustee shall have no responsibility for calculating any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) redemption prices under this Section 1.6. Notice of any redemption shall be sent at least mailed or otherwise transmitted in accordance with the applicable procedures of the ICSDs to the Holders of the applicable Notes or portions thereof called for redemption not less than 10 but days and not more than 60 30 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressbeing redeemed. The notice of redemption for the Notes will state, among other things, state any conditions applicable to a redemption and the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the on payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to and after the redemption date, the particular Notes or portions thereof any portion of the Notes called for redemption from shall stop accruing interest. On or before any redemption date, the outstanding Notes not previously called Company shall be selected in accordance deposit with the Paying Agent or the Trustee money sufficient to pay the accrued interest on the Notes to be redeemed and their redemption price. A partial redemption of Notes may be effected pursuant to applicable procedures of DTC. The Trustee shall have no obligation the ICSDs’ or the Paying Agent and may provide for the selection for redemption of portions (equal to calculate the minimum authorized denomination for such Notes or any redemption price or premiumintegral multiple of €1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than the minimum authorized denomination for such Notes.

Optional Redemption. Prior to October 31, 2032 (1three months prior to the maturity date of the Securities) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities, in whole or in part, in €1,000 increments (provided that any remaining principal amount thereof will be at least the minimum authorized denomination thereof) at its option at any time or in part and from time to time (any such time, at the Company’s option, prior to the Par Call a “Make-Whole Redemption Date”), at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (bi) the sum of the present values of the remaining scheduled payments of principal and interest thereon in respect of such Securities to be redeemed due on any date after such Make-Whole Redemption Date, assuming that would be due if the Notes Securities matured on the Par Call Date (exclusive based on the original interest rate and excluding the portion of interest that will be accrued and unpaid to the date of redemption), and including such Make-Whole Redemption Date) discounted to the date of redemption such Make-Whole Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury Comparable Government Bond Rate plus 50 15 basis points, and (ii) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed thereon to, but excluding, such Make-Whole Redemption Date. The Company’s actions and determinations in determining the date of redemption. (2) If the Company elects to redeem any Notes redemption price hereunder shall be conclusive and binding for all purposes, absent manifest error. In addition, on or after the Par Call Date, the Company shall pay an may redeem the Securities, in whole or in part, in €1,000 increments (provided that any remaining principal amount thereof will be at least the minimum authorized denomination thereof), at its option at any time and from time to time (any such time, a “Par Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excluding, such Par Redemption Date. Notwithstanding Section 3.02(b) of the date Base Indenture or any provisions in the First Supplemental Indenture, if the Company elects to redeem a portion but not all of redemption. (3) Notice the Securities, the Trustee will select the Securities to be redeemed by such method as it deems fair and appropriate and in accordance with the applicable procedures of the depositary or the paying agent. Notices of redemption shall be sent mailed or electronically delivered (or otherwise transmitted in accordance with the applicable procedures of Clearstream and Euroclear) at least 10 days but not more than 60 days before the redemption date to each Holder of record holder of the Notes Securities to be redeemed at its registered addressredeemed. The Any redemption or notice of redemption for delivered pursuant to the Notes will stateterms of the Securities and the Base Indenture, among other thingsas supplemented by the First Supplemental Indenture, may, at the amount Company’s discretion, be subject to the satisfaction of Notes to be redeemedone or more conditions precedent established by the Company in its discretion and, at the Company’s discretion, the redemption date, date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) or the redemption price date may not occur at all and such notice may be rescinded if all such conditions shall not have been satisfied (or waived by the place or places that payment will be made upon presentation and surrender of Notes to be redeemedCompany in its sole discretion). Unless the Company defaults in the payment of the redemption priceprice on and after the redemption date, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption. If any redemption date would otherwise be a day that is not a Business Day, the related payment of principal and interest will be made on the next succeeding Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCnext succeeding Business Day. The Trustee Company shall have no obligation not be required to calculate any redemption price or premiummake sinking fund payments with respect to the Securities.

Optional Redemption. (1a) Except as set forth in clause The provisions of Article 3 of the Original Indenture shall be applicable to the Notes, subject to the provisions of this Section 3.01. (2b) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: of (a) 100% of the principal amount of the Notes to be redeemed; or (b1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 25 basis points, less (b) interest accrued on the principal amount of such Notes being redeemed to, but excluding, the date of redemption; and (2) 100% of the principal amount of the Notes being redeemed, plus, in the case of clauses (a) and (b)each case, any accrued and unpaid interest, if any interest on the Notes to be redeemed to, but excluding, the date of redemption. On or after the Par Call Date the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. (2c) If The Company’s actions and determinations in determining the Company elects to redeem any Notes on redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility in determining or after calculating the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionredemption price. (3d) Notice of any redemption shall pursuant to this Section 3.01 will be sent 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 record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent and, at the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at the Company’s discretion shall be satisfied (or waived by the Company) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Company’s discretion shall not have been satisfied (or waived by the Company). The Company shall provide written notice to the Trustee prior to the close of business on the Business Day prior to the relevant redemption date if any such redemption has been rescinded or delayed, and upon receipt of such notice the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. (e) The Company shall notify Holders of any such rescission as soon as practicable after the Company determines that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once the notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price as set forth in this Section 3.01. (f) In the case of a partial redemption, selection of the Notes for redemption will be made in accordance with the applicable procedures of the Depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the Holder of such Note upon surrender for cancellation of the original Note. For so long as the Notes are held by The Depository Trust Company (or another depositary), the redemption of such Notes shall be done in accordance with the applicable policies and procedures of the Depositary. (g) Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Optional Redemption. (1) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: (ai) 100% of the principal amount of the Notes to be redeemed; or (bA) the sum of the present values of the remaining scheduled payments of principal of, and interest thereon that would be due if on, the Notes to be redeemed discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, plus 50 35 basis points, less (B) interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses each of clause (ai) and (bii), accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date Redemption Date. Subject to the conditions described in Section 2.3(d) of redemption. (3) Notice the Supplemental Indenture, the Company may redeem the Notes at its option, in whole but not in part, at a Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Tax Redemption Date. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof; provided that the principal amount of any such Note remaining outstanding after a redemption in part shall be sent at least 10 but not more than 60 days before the redemption date to each Holder $2,000 or any integral multiple of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed$1,000 in excess thereof. Unless the Company defaults in the payment of the redemption priceRedemption Price and accrued and unpaid interest, on and after the Redemption Date or the Tax Redemption Date, as applicable, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from and all rights hereunder will terminate. No later than 9:00 a.m., New York time, on any Redemption Date or any Tax Redemption Date, the outstanding Company is required to deposit with a Paying Agent or the Trustee (or, if the Company or any Guarantor is acting as Paying Agent, set aside, segregate and hold in trust as provided in Section 3.4 of the Original Indenture) an amount of money sufficient to pay the Redemption Price of and accrued and unpaid interest on the Notes not previously called to be redeemed on such Redemption Date or such Tax Redemption Date, as applicable. If the Company is redeeming less than all the Notes, the Notes to be redeemed shall be selected by lot by DTC, in accordance with the procedures case of DTC. The this Global Certificate, or by the Trustee shall have no obligation by a method the Trustee deems to calculate be fair and appropriate, in the case of any redemption price or premiumNotes that are not represented by a Global Certificate.

Optional Redemption. (1a) Except The provisions of Article 3 of the Base Indenture, as set forth in clause (2amended and supplemented by the provisions of this Third Supplemental Indenture, shall apply with respect to the Notes. b) below, the The Notes shall be redeemable as a whole or in whole part at any time or in part and from time to timetime on or after September 30, 2021 at the Company’s option, upon notice not fewer than 30 days and not more than 60 days prior to the Par Call Datedate fixed for redemption to each Holder of Notes to be redeemed, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and plus any unpaid interest payable thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of fixed for redemption. (2c) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be selected in accordance with an authorized denomination (which will not be less than the procedures of DTCminimum authorized denomination) for such Notes. The Trustee shall have no obligation will promptly notify us in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to calculate any be redeemed. d) Unless the Company defaults on the payment of the redemption price or premiumprice, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if At any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes time on or after the Par Call Date but prior to the Maturity Date, the Company shall pay may on any one or more occasions redeem all of the Notes outstanding at such time, or a part of the Notes having an aggregate principal amount equal to not less than U.S.$1,000 (or the aggregate principal amount of Notes then outstanding, whichever is less), upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, to but excluding, excluding the date of redemption, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (3b) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any the Notes that have been or portions thereof called for redemption on the applicable redemption date. (c) If the optional redemption date is on or after an interest Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest on the Notes, if any, will be paid only to the Person in whose name the Note is registered at the close of business on such Record Date. (d) The Company shall cause notice of such redemption date. If fewer than all of the Notes are to be redeemed at any time, sent to the Noteholders not less than 10 nor more than 45 60 days prior to the redemption date, except that redemption notices issued in connection with a satisfaction or discharge of the particular Notes Indenture may be sent more than 60 days prior to the redemption date. (e) An optional redemption may be subject to one or portions thereof for more conditions, including completion of a corporate transaction or other event, and the Company may postpone the optional redemption from date or cancel the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall optional redemption until such conditions have no obligation to calculate any redemption price or premiumbeen satisfied.

Optional Redemption. (1a) Except The provisions of Article III of the Base Indenture, as set forth in clause amended by the provisions of this Second Supplemental Indenture, shall apply to the Notes. (2b) below, the The Notes shall be redeemable redeemable, in whole or in part, at the Company’s option at any time or in part from time to time, on at the Company’s optionleast 30 days, but not more than 60 days, prior notice mailed to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% registered address of the principal amount each Holder of the Notes to be redeemed; , at a redemption price equal to the greater of (i) 100% of the Principal Amount of the Notes to be redeemed on the Redemption Date, or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured being redeemed on the Par Call Redemption Date (exclusive not including any portion of any payments of interest accrued to and unpaid to, but excluding, the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate Rate, as determined by a Reference Treasury Dealer selected by the Company, plus 50 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, Notes to the date of redemptionRedemption Date. (2c) If On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion of the Notes called for redemption, unless the Company elects to redeem any Notes on defaults in the payment of the redemption price and accrued interest. On or after before the Par Call Redemption Date, the Company shall deposit with the Paying Agent (or the Trustee) money sufficient to pay an amount equal the redemption price of and accrued interest on the Note to 100% be redeemed on that date. If less than all of the Notes are to be redeemed, the Depositary shall select the Notes to be redeemed by lot in accordance with its operational arrangements. If the Notes are not Global Securities 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 no Notes of a principal amount of $2,000 or less shall be redeemed in part. (d) Notice of redemption having been given as provided in the Indenture, the Notes redeemedcalled for redemption shall, on the Redemption Date, become due and payable at the redemption price, plus accrued and unpaid interest, if any, toto the Redemption Date, but excluding, the date of redemption. and from and after such Redemption Date (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless unless the Company defaults shall default in the payment of the redemption priceprice and accrued interest, interest will if any) such Notes shall cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumbear interest.

Optional Redemption. (1a) Except as set forth in clause (2) belowThe Company shall have the option to redeem the Notes, the Notes shall be redeemable in whole at any time or in part part, from time to time, at beginning with the Company’s optionInterest Payment Date on May 15, 2025, but not prior thereto (except upon the occurrence of certain events specified below), and on any Interest Payment Date thereafter, subject to obtaining the prior approval of the Federal Reserve (or any successor bank regulatory agency) to the extent such approval is then required under the rules of the Federal Reserve (“Federal Reserve Approval”). The Company shall also have the option to redeem the Notes before the Stated Maturity Date (including prior to May 15, 2025, in whole, but not in part, subject to obtaining Federal Reserve Approval, (i) upon the Par Call Dateoccurrence of a Tax Event or a Tier 2 Capital Event or (ii) if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. (b) Any redemption of the Notes pursuant to Section 3.1(a) will be at a redemption price as calculated by the Company Redemption Price equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionapplicable Redemption Date. Any Redemption Date will be a Business Day. (2c) If Except to the Company elects to redeem any Notes on or after the Par Call Dateextent inconsistent with this Section 3.1, the Company shall pay an amount equal to 100% provisions of Article III of the principal amount Base Indenture shall apply to any redemption of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date pursuant to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption datethis Section 3.1. If fewer less than all of the Notes are to be redeemed at any time, and if the Notes are Global Notes held by DTC, the applicable operational procedures of DTC for selection of Notes for redemption will apply. If the Notes are not global Notes held by DTC, the Trustee will select Notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state that it is a partial redemption and the portion of the principal amount thereof to be redeemed, and a replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note; (d) For purposes of the Notes only, and not for purposes of any other Securities, Section the first sentence of Section 3.04 of the Base Indenture is hereby amended and restated in its entirety to read as follows, and as so amended and restated, shall apply to the Notes: “Notice of redemption shall be mailed or sent electronically not less than 10 days, but not more than 45 60 days, prior to a Redemption Date to each Holder of Notes to be redeemed (in the case of any notice of redemption mailed to Holders, at the address of such Holder appearing in the register of Securities maintained by the Registrar, except that notice of redemption may be mailed or sent electronically more than 60 days prior to a Redemption Date if such notice is issued in connection with a Legal Defeasance or Covenant Defeasance of the Notes or a satisfaction or discharge of this Indenture pursuant to Article VIII of the Base Indenture.” (e) Any notice of redemption datemay be conditional in the Company’s discretion on one or more conditions precedent, and the Redemption Date may be delayed until such time as any or all of such conditions have been satisfied or revoked by the Company if the Company determines that such conditions will not be satisfied (f) For the avoidance of doubt, the particular Notes or portions thereof for redemption from Company’s obligation to deposit the outstanding Notes not previously called Redemption Price, on one hand, and accrued interest on the Securities to be redeemed, on the other, pursuant to Section 3.06 of the Base Indenture shall be selected without duplication. (g) For purposes of the Notes only, and not for purposes of any other Securities, the reference to “45 days” in accordance with Section 3.02 of the procedures of DTC. The Trustee Base Indenture shall have no obligation be amended to calculate any redemption price or premiumread “15 days”.

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable at its option prior to the Maturity Date. (b) Prior to the Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (bA) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 30 basis points, less (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, each Note to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of interest on the Notes to be redeemed at its registered address. The to, but not including, such Redemption Date. (c) Any notice of any redemption for the Notes will state, among other things, the amount of Notes may be given prior to be redeemed, the redemption datethereof, the and any such redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption pricenotice may, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction. (d) If fewer the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes are to be redeemed at any time, not more than 45 days prior in the manner described under Section 3.02 of the Forty-Third Supplemental Indenture. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the redemption date, provisions of Sections 3.01 through 3.06 of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumForty-Third Supplemental Indenture.

Optional Redemption. (1) Except as set forth in clause (2) belowThe Company shall have the right to redeem the Securities, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed. Upon redemption of any Securities prior to October 15, 2023 (1 month prior to the Par Call Maturity Date), the Company shall pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Securities to be redeemed on the date of redemption, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL(ICMA)) at the Comparable Government Bond Rate, plus 25 basis points, plus, accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, on or after October 15, 2023 (1 month prior to the Maturity Date), the Company may redeem the Securities, in whole at any time or in part from time to time, at its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall date. Any redemption or notice may, at the Company’s discretion, be sent subject to one or more conditions precedent and, at least 10 but not more than 60 days before the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee (with a copy to the Paying Agent) prior to the close of business two Business Days 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 record of the Notes to be redeemed at its registered address. The Securities in the same manner in which the notice of redemption for was given. If less than all of the Notes will state, among other things, the amount of Notes Securities are to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes Securities to be redeemed. Unless redeemed shall be selected by the Company defaults Trustee by a method the Trustee deems to be fair and appropriate or, in the payment event that the Securities are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption by Clearstream and Euroclear in accordance with their respective applicable procedures therefor. If the Securities are listed on any national securities exchange, Euroclear or Clearstream will select Securities in compliance with the requirements of the redemption priceprincipal national securities exchange on which the Securities are listed. Notwithstanding the foregoing, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer if less than all of the Notes Securities are to be redeemed at any timeredeemed, not more than 45 days prior to the redemption date, the particular Notes no Securities of a principal amount of €100,000 or portions thereof for redemption from the outstanding Notes not previously called less shall be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Optional Redemption. (1a) Except as set forth otherwise may be specified in clause this Eighth Supplemental Indenture and in the Notes, Article Eleven of the Original Indenture shall be applicable to the Notes. (2b) belowPrior to February 15, 2030, the Notes Issuer shall be redeemable have the right to redeem the Notes, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by (the Company “Optional Redemption Price”) equal to the greater of: : (ai) 100% of the principal amount of plus accrued and unpaid interest to, but excluding, the Notes to be redeemedRedemption Date; or and (bii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 40 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excluding, the date of redemptionRedemption Date. (2c) If On or after February 15, 2030, the Company elects Issuer shall have the right to redeem the Notes, in whole or in part, at any Notes on time or after from time to time, at the Par Call DateIssuer’s option, the Company shall pay for an amount in cash equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, interest on the principal amount being redeemed to, but excluding, the date of redemptionRedemption Date. (3d) Notice The Issuer will mail notice of such redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered holders of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer not less than all of the Notes are to be redeemed at any time, not 15 nor more than 45 60 days prior to the redemption dateRedemption Date. If Notes are only partially redeemed pursuant to this Section 1.6, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depository shall determine, in accordance with its procedures, the procedures principal amount of DTCthe Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or at such later time on such date as is then permitted by the rules of the Depository for the Notes (if then registered as a Global Note); provided, that the Issuer shall deposit with the Trustee shall have no obligation an amount sufficient to calculate any redemption price or premiumpay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid.

Optional Redemption. (1a) Except as set forth in clause (2) belowThe Notes will be redeemable, the Notes shall be redeemable in whole at any time in whole or in part from time to timetime in part prior to December 1, 2022 at the Company’s option, prior to option of the Par Call Date, Company at a redemption price as calculated by the Company Redemption Price equal to the greater of: : (ai) 100% of the principal amount of the Notes to be being redeemed; or or (bii) as determined by a Reference Treasury Dealer, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on being redeemed from the Par Call Redemption Date (exclusive of interest accrued to to, but excluding, the maturity date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate Rate, plus 50 37.5 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interestinterest thereon, if any on any, to but excluding the amount being redeemed to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on or On and after the Par Call DateDecember 1, 2022, the Company shall pay an amount Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, interest on the principal amount of the Notes being redeemed to, but excluding, the date of redemptionsuch Redemption Date. (3c) Notice of any redemption shall will be sent mailed by first class mail at least 10 30 days but not more than 60 days before the redemption date Redemption Date to each Holder of record of the Notes to be redeemed at its registered address. The Once notice of redemption for is mailed or otherwise transmitted to DTC, the Notes called for redemption will statebecome due and payable on the Redemption Date and at the applicable Redemption Price, among other thingsplus accrued and unpaid interest to, but excluding, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemedRedemption Date. Unless the Company defaults in the payment of the redemption priceapplicable Redemption Price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from on and after the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumRedemption Date.