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Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided in Section 3.04, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuers shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuers at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which called for redemption specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest thereon accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest thereon accrued to said date) ), interest on the Notes or portion of Notes so called for redemption shall cease to accrue andaccrue, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock or cash and, except as provided in Sections 8.5 7.6 and 13.412.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest thereon to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuers shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuers at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided above, the Notes or portion of Notes with respect to which called for redemption specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (to, but excluding) the date fixed for redemption, such Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon to (interest, if any, to, but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment Redemption Date; provided that installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedprovided above, the Notes or portion portions of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with any interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the such Notes or portion portions of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue. On presentation and surrender of such Notes subject to redemption at a place the Place of payment Payment and in said notice specifiedthe manner specified in such notice, the said such Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided. Any Note that is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, however, that if the applicable redemption date is an interest payment dateCompany or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the semi-annual payment of interest becoming due on holder thereof or such date shall be payable to the holders of holder's attorney duly authorized in writing) and upon such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part onlypresentation, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or NotesNotes of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Notes principal of the Note so presented. Notwithstanding the foregoingIf a Global Note is so surrendered, the Trustee such new Note so issued shall not redeem any Notes or mail any notice of redemption during the continuance of be a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided fornew Global Note.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such or prior to the redemption date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 16.01(b) and Section 16.03, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price. Any Notes redeemed by the Company shall be paid in cash. (b) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that or if the applicable redemption date Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Redemption Date, an interest payment date, amount of money sufficient to pay the semi-annual payment Redemption Price for all of interest becoming due the Notes to be redeemed on such date shall be payable Redemption Date. Subject to the holders of such Notes registered as such on Paying Agent holding money sufficient to pay the relevant record date instead Redemption Price for all of the holders surrendering such Notes for redemption to be redeemed on such date. Upon presentation Redemption Date, upon surrender of any Note for redemption in accordance with the Redemption Notice, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes. (c) Any cash amounts due upon redemption in respect of the Notes presented for redemption shall be paid by the Company to such Holder, or such Holder’s nominee or nominees. 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. (d) Upon surrender of a Note that is to be redeemed in part onlypart, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, Holder a new Note or Notes, of in an authorized denominations, denomination equal in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forsurrendered.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided herein, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and at Redemption Date (unless the place Company delays such Redemption Date or places stated rescinds such notice of redemption, in each case pursuant to a condition precedent specified in such notice of redemption) at the applicable redemption priceRedemption Price stated therein, together with accrued and unpaid interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price and accrued and unpaid interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon and unpaid interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed or electronically transmitted, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided herein, the Notes called for redemption or portion of such Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and at Redemption Date (unless the place Issuers delay such Redemption Date or places stated rescinds such notice of redemption, in each case pursuant to a condition precedent specified in such notice of redemption) at the applicable redemption priceRedemption Price stated therein, together with accrued and unpaid interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuers shall default in the payment of such Notes at the redemption priceRedemption Price and accrued and unpaid interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuers at the applicable redemption priceRedemption Price, together with interest accrued thereon and unpaid interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed or electronically transmitted, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided in Section 3.04, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such or prior to the redemption date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided herein, the Notes called for redemption or portion of such Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and at Redemption Date (unless the place Company delays such Redemption Date or places stated rescinds such notice of redemption, in each case pursuant to a condition precedent specified in such notice of redemption) at the applicable redemption priceRedemption Price stated therein, together with accrued and unpaid interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price and accrued and unpaid interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon and unpaid interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed or electronically transmitted, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b) or (d), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemptionexcept as provided in Section 5.05 and Section 11.06, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 from and 13.4, after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such or prior to the date fixed for redemption shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery Regular Record Date subject to the holder thereof, at the expense terms and provisions of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.Section 2.04

Payment of Notes Called for Redemption. (a) If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedPROVIDED that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such date. Section 2.3 hereof. (b) Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. . (c) Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b), (c) or (e), a Responsible Officer of -24- the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedprovided in Section 3.2, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b) or (d), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 Section 4.03, such Notes shall cease from and 13.4, after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest and Additional Amounts to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable . If any Note called for redemption date is an interest payment dateshall not be so paid upon surrender thereof for redemption, the semi-annual payment principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest becoming due on borne by such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such dateNote. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to or on the holder order of the Holder thereof, at the expense of the Company, a new Note or NotesNotes of such series, of authorized denominationsAuthorized Denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest thereon accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest thereon accrued to said date) ), interest on the Notes or portion of Notes so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the date fixed for redemption, and such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 7.5 and 13.4, 12.3 to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest thereon to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forNote.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedprovided in Section 3.2, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest thereon accrued to (but excluding) the date fixed for redemptionredemption and any Make-Whole Payment, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest thereon accrued to said date) date and any Make-Whole Payment), interest on the Notes or portion of Notes so called for redemption shall cease to accrue andaccrue, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 7.6 and 13.412.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest thereon to (but excluding) the date fixed for redemptionredemption and any Make-Whole Payment. On presentation and surrender of such Notes at a the place of payment specified in said notice specifiedthe notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemptionredemption and any Make-Whole Payment; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedprovided in Section 12.2, the Notes or portion portions of the Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemptionRedemption Price, and on and after said date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceapplicable Redemption Price) the Original Issue Discount and interest, together with interest accrued to said date) interest if any, on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 6.5 and 13.410.4, such Notes shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionapplicable Redemption Price thereof. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said such Notes or the specified portions thereof shall be paid and redeemed by the Company Issuer at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the NotesRedemption Price. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate yield to maturity borne by the Notes. Upon presentation of any Note redeemed in part only, the Issuer shall execute and such the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Note shall remain convertible into Common Stock until or Notes, of authorized denominations, in Principal Amount at Maturity equal to the principal and premium, if any, and interest shall have been paid or duly provided forunredeemed portion of the Note so presented.

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 6.03, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption Redemption Date at the Place of Payment and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a place the Place of payment in said notice specifiedPayment, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) Redemption Price. In the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation case of any Note redeemed redemption in part onlypart, the Company shall execute and the Trustee shall shall, upon receipt of an Officers� Certificate, authenticate and make available for delivery deliver to or upon the holder thereof, at the expense written order of the CompanyHolder of the Note so surrendered, without charge to such Holder, a new Note or Notes, of Notes in authorized denominations, denominations in an aggregate principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoingsurrendered. (b) Prior to 11:00 a.m., the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if anyNew York City time, on the NotesRedemption Date, the Company shall deposit with the Paying Agent or, if the Company is acting as the Paying Agent, shall segregate and hold in trust an amount of cash (in 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. If Subject to receipt of funds by the Paying Agent, payment for any Note called to be redeemed shall be made on the Redemption Date for redemption shall not be so paid upon surrender such Note or, if later, at the time of presentation of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof for redemptionin the manner required by this Section 6.04. Commencing on the Redemption Date, if the Company has deposited, or has segregated and is holding in trust, such funds, the principal and premium, if any, Notes to be redeemed shall cease to accrue Interest. The Paying Agent shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne promptly following such payment and upon written demand by the Note and such Note shall remain convertible into Common Stock until Company, return to the principal and premium, if any, and interest shall have been paid or duly provided forCompany any funds in excess of the Redemption Price.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with and interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with price and interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after and such Notes shall cease at the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with price and interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment dateInterest Payment Date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), a Responsible Officer of the Trustee has actual knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of -------------------------------------- redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable -------- redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b) or (e), a Responsible Officer of the Trustee has actual knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date, subject to satisfaction of any conditions precedent specified in the notice of redemption, at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuers shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuers at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of -------------------------------------- redemption has been given as above provided, the Note, Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest Interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company Issuer shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest Interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, and such Notes shall cease from and after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, redemption to be entitled to any benefit or security under this IndentureMaster Loan Agreement, and the holders thereof Holder shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest Interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company Issuer at the applicable redemption price, together with interest Interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if redemption in accordance with the applicable redemption date is an interest payment dateprocedures for the repayment of principal and payment of Interest on Notes of a series as set forth in Section 3.1. For all purposes of this Article Eleven, the semi-annual payment of interest becoming due on such date redemption price for any redemption pursuant to Section 10.1 shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal an amount equal to the unredeemed portion principal amount of the Note or Notes so presentedto be redeemed. Notwithstanding the foregoingFor any other redemption, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance price of a default Note or Notes to be redeemed shall be an amount equal to the principal amount of the Note or Notes to be redeemed, unless a higher amount is specified in payment of interest such Note or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest borne by the Note. Upon presentation of any Note redeemed in part only, the Issuer shall execute and deliver to or on the order of the Holder at the expense of the Issuer, a new Note or Notes of such series, of authorized denominations, in a principal amount equal to the unredeemed portion of the Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forso presented.

Payment of Notes Called for Redemption. (a) If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest thereon accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest thereon accrued to said date) ), interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 7.01 and 13.48.01, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest thereon to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such date. Section 2.01 hereof. (b) Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. . (c) If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forNote.

Payment of Notes Called for Redemption. (a) If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemptionredemption and any Additional Amounts, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said datedate and any Additional Amounts) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemptionexcept as provided in Sections 5.5 and 9.4, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 from and 13.4, after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest accrued to (but excluding) the date fixed for redemptionredemption and any Additional Amounts. On presentation and surrender surrender, pursuant to the terms of such Notes, of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemptionredemption and any Additional Amounts; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual any payment of interest becoming due on such the date fixed for redemption and any Additional Amounts shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of Section 2.8. (b) From and after the redemption date, if moneys for the redemption of the holders surrendering such Notes called for redemption shall have been made available as provided herein for redemption on the redemption date, such date. Notes shall cease to bear interest, and the only right of the Holders of such Notes shall be to receive payment of the redemption price and all unpaid interest accrued to the date of redemption and any Additional Amounts. (c) Notwithstanding any provision to the contrary in this Section 10.2, if any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate specified in the Note. (d) Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to or on the holder order of the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date, subject to satisfaction of any conditions precedent specified in the notice of redemption, at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the redemption date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Sections 7.1(a) or 7.1(b), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided herein, the Notes of the applicable series called for redemption or portion of such Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and at Redemption Date (unless the place Company delays such Redemption Date or places stated rescinds such notice of redemption, in each case pursuant to a condition precedent specified in such notice of redemption) at the applicable redemption priceRedemption Price stated therein, together with accrued and unpaid interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price and accrued and unpaid interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Redemption Date at the rate prescribed in the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemptionapplicable series), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note of either series for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon and unpaid interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed or electronically transmitted, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes of either series held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of -------------------------------------- redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 8.05 and 13.413.04, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. (a) If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedPROVIDED that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such date. Section 2.3 hereof. (b) Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. . (c) Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b), (c) or (e), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedprovided in Section 3.01, and if the conditions, if any, for the redemption have been satisfied, the Notes or portion portions of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places address of the paying agent stated in such notice at the applicable redemption price, together with any interest accrued to (but excluding) the date fixed for redemptionRedemption Date, and on and after said date (unless the Company shall default in the payment of such Notes at the applicable redemption price, together with any interest accrued to said date) any interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue. On presentation and surrender of such Notes at a place the address of payment the paying agent in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any interest accrued thereon to (but excluding) the date fixed for redemption; providedRedemption Date. Any Note that is to be redeemed only in part shall be surrendered to the paying agent with, however, that if the applicable redemption date is an interest payment dateCompany, the semi-annual payment Registrar, or the Trustee so requires, due endorsement by, or a written instrument of interest becoming due on such date shall be payable transfer in form satisfactory to the holders of such Notes registered as such on Company, the relevant record date instead of Registrar, and the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed Trustee duly executed by, the Holder thereof or his attorney duly authorized in part onlywriting, and the Company shall execute execute, and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense Holder of the Companysuch Note without service charge, a new Note or Notes, Notes of any authorized denominations, denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the Notes principal of the Note so presented. Notwithstanding surrendered; except that if a Global Note is so surrendered, the foregoingCompany shall execute, and the Trustee shall not redeem any Notes or mail any notice authenticate and deliver to the Depositary for such Global Note, without service charge, a new Global Note in a denomination equal to and in exchange for the unredeemed portion of redemption during the continuance principal of the Global Note so surrendered. In the case of a default Note providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Note or Notes as aforesaid, may make a notation on such Note of the payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forredeemed portion thereof.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided in Section 3.4, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in therein (unless such notice at the applicable of redemption priceor redemption was subject to one or more conditions precedent), together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption priceRedemption Price, together with interest accrued to (but excluding) the date fixed for redemptionRedemption Date, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price, together with interest accrued to said date) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 7.05 and 13.412.04, such Notes shall cease from and after the Redemption Date to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price Redemption Price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Date. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date or prior to the Redemption Date shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes Sections 2.03 and 2.04 hereof. If any Note called for redemption on shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the Redemption Date at the rate of interest borne by such dateNote until the principal of such Note shall have been paid or duly provided for. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to or on the holder order of the Holder thereof, at the expense of the Company, a new Note or NotesNotes of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedprovided by this Article 3, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest interest, if any, accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest interest, if any, accrued to said date) interest interest, if any, on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, and such Notes shall cease from and after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, redemption except as provided in Sections 8.5 7.01 and 13.48.04, to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest interest, if any, to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest interest, if any, accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment of interest interest, if any, becoming due on such or prior to the date fixed for redemption shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes Sections 3.03 hereof. If any Note called for redemption on shall not be so paid upon surrender thereof for redemption, the redemption price shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest borne by such dateNote. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to or on the holder order of the Holder thereof, at the expense of the Company, a new Note or Notes, and of like tenor, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company Issuer shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 6.05 of the Indenture and 13.410.04 of the Indenture, to be entitled to any benefit or security under this the Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company Issuer at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company Issuer shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the CompanyIssuer, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedprovided by this Article 3, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption priceRedemption Price, together with interest interest, if any, accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price, together with interest interest, if any, accrued to said date) interest interest, if any, on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, and such Notes shall cease from and after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4herein, to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price Redemption Price thereof and unpaid interest interest, if any, to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest interest, if any, accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment of interest interest, if any, becoming due on such or prior to the date fixed for redemption shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead Record Date subject to the terms and provisions of the holders surrendering such Notes this Section 3.03. If any Note called for redemption on shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest borne by such dateNote. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to or on the holder order of the Holder thereof, at the expense of the Company, a new Note or Notes, and of like tenor, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If Save to the extent that any redemption is conditional on any event or condition specified in the notice related thereto, once notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed or published, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which called for redemption specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (to, but excluding) the date fixed for redemptionnot including, such Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon to (interest, if any, to, but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment datenot including, the semi-annual payment Redemption Date; provided that installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with and interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with price and interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after and such Notes shall cease at the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 8.5, 13.4 and 13.417.5, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with price and interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment dateInterest Payment Date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.interest

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 16.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, called for redemption shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon Redemption Price. (b) Prior to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such 11:00 a.m. New York City time on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part onlyRedemption Date, the Company shall execute 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 7.05 an amount of cash (in immediately available funds if deposited on the Trustee shall authenticate and make available for delivery Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date. If the Paying Agent holds money sufficient to pay the Redemption Price of the Notes to be redeemed on the applicable Redemption Date, then, with respect to the holder thereofNotes to be redeemed on such Redemption Date (which, at for the expense avoidance of doubt, shall not include Notes converted during the related Redemption Period), such Notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the Notes is made or whether or not the Note is delivered to the Paying Agent), and all other rights with respect to such Notes of the Holder thereof will terminate (other than the right to receive the Redemption Price). 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, a new Note or Notes, of authorized denominations, in principal amount equal return to the unredeemed portion Company any funds in excess of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forRedemption Price.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemptionredemption and, with respect to the Notes called for Provisional Redemption (including Notes converted into Common Stock pursuant to the terms hereof after the Notice Date and prior to the Provisional Redemption Date), the Additional Payment, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 Section 8.05 and 13.4Section 13.04, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specifiedredemption and, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable respect to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible Provisional Redemption (including Notes converted into Common Stock until pursuant to the principal terms hereof after the Notice Date and premiumprior to the Provisional Redemption Date), if any, and interest shall have been paid or duly provided for.the Additional

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 Section 5.03, such Notes shall cease from and 13.4, after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest and Additional Amounts to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable . If any Note called for redemption date is an interest payment dateshall not be so paid upon surrender thereof for redemption, the semi-annual payment principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest becoming due on borne by such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such dateNote. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to or on the holder order of the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominationsAuthorized Denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 11.03, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) Redemption Price. Any Notes redeemed by the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date Company shall be payable paid in cash, except to the holders extent the Company elects to pay the Make-Whole Premium, if any, in ADSs or in a combination of such Notes registered as such cash and ADSs pursuant to Section 11.02. (b) Prior to 11:00 a.m., New York City time, on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part onlyRedemption Date, the Company shall execute deposit with the Paying Agent or, if the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 10.06, an amount of cash (in immediately available funds if deposited on the Trustee shall authenticate and make available Redemption Date) sufficient to pay the Redemption Price for delivery all of the Notes to be redeemed on such Redemption Date. Subject to the holder thereof, at Paying Agent holding money sufficient to pay the expense Redemption Price for all of the Notes to be redeemed on such Redemption Date and the Company, failing whom the Guarantor, delivering sufficient ADSs if the Make-Whole Premium is payable in ADSs or in a new combination of cash and ADSs pursuant to Section 11.02, upon surrender of any Note or for redemption in accordance with the Redemption Notice, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes, of authorized denominations, . (c) Any cash amounts due upon redemption in principal amount equal to the unredeemed portion respect of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called presented for redemption shall not be so paid upon surrender thereof for redemptionby the Company to such Holder, the principal and premium, if any, or such Holder’s nominee or nominees. The Paying Agent shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne promptly after such payment and upon written demand by the Note and such Note shall remain convertible into Common Stock until Company, return to the principal and premium, if any, and interest shall have been paid or duly provided forCompany any funds in excess of the Redemption Price.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which called for redemption specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon to (interest, if any, to, but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment datenot including, the semi-annual payment Redemption Date; provided that installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of Section 2.3 hereof, and with respect to a provisional redemption, the holder of any Notes converted into Common Stock pursuant to the terms hereof after the provisional redemption notice date and prior to the provisional redemption date shall have the right to the Make-Whole Payment regardless of the holders surrendering such Notes for redemption on such dateconversion. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.a

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided above, the 2010 Notes or the 2008 Notes, as the case may be, or portion of the 2010 Notes with respect to which or the 2008 Note, as the case may be, specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with interest accrued interest, if any, to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company shall default in the payment of such 2010 Notes or the 2008 Notes, as the case may be, at the redemption priceRedemption Price and accrued interest, together with if any, to the Redemption Date, in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Redemption Date at the rate prescribed in the 2010 Notes or portion of the 2008 Notes, as the case may be), such 2010 Notes so called for redemption or 2008 Notes, as the case may be, shall cease to accrue andinterest. Upon surrender of any of the 2010 Notes or 2008 Notes, after as the close case may be, for redemption in accordance with a notice of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and2010 Note or 2008 Note, except as provided in Sections 8.5 and 13.4the case may be, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes 2010 Holders or the 2008 Holders, as the case may be, registered as such at the close of business on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forRegular Record Date.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemptionexcept as provided in SECTION 5.5 and SECTION 9.4 hereof, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 from and 13.4, after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionthereof. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, PROVIDED that if the applicable redemption date is an interest payment date, the semi-annual any semiannual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of SECTION 2.6(I) hereof. If the Company defaults in the payment of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery price with respect to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid redemption, upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forNote.

Payment of Notes Called for Redemption. Deposit of -------------------------------------------------- Redemption Price. If notice of redemption has shall have been given as above providedprovided ---------------- above, the such Notes or portion portions of Notes with respect to which such notice has been given called for redemption shall, unless theretofore converted into Common Stock pursuant to the terms hereofas provided in Article Four, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption priceRedemption Price, together with interest accrued and unpaid to (but excluding) the date fixed for redemption, and on . On and after said such date (unless fixed for redemption, provided that the Company shall default in have deposited prior to such date fixed for redemption the payment of such Notes at amount sufficient to pay the redemption price, Redemption Price together with interest accrued and unpaid to said date) the date fixed for redemption in accordance with Section 3.02, interest on the Notes or portion of Notes portions thereof so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 8.05 and 13.413.04, such Notes or portions thereof shall be deemed not to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes Indenture except the right to receive payment of the redemption price thereof Redemption Price, together with interest accrued and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a such place of payment in said such notice specified, provided that the said Company shall have deposited prior to such date fixed for redemption the amount sufficient to pay the Redemption Price together with interest accrued and unpaid to the date fixed for redemption in accordance with Section 3.02, such Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon and unpaid to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the any semi-annual -------- ------- payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such datesection 2.03 hereof. Upon presentation surrender of any Note redeemed in part only, the Company shall execute and the Trustee shall register or cause to be registered on the Register and shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, deliver a new Note or Notes, Notes of authorized denominations, denominations in aggregate principal amount equal to the unredeemed portion of the Notes Note so presentedsurrendered. Notwithstanding the foregoing, the The Trustee shall not redeem any Notes or mail any notice of redemption of Notes during the continuance of a default in payment any Event of interest or premiumDefault known to it, if anyexcept that where notice of redemption of any Notes theretofore has been mailed, on the Trustee, subject to the provisions of Article Ten, shall redeem such Notes; provided, -------- however, that funds have theretofore been deposited with it for such purpose. ------- If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for. Any cash deposited in respect of Notes to be redeemed that are thereafter converted as provided in Article Four shall be returned to the Company as promptly as practicable after the date fixed for redemption.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the (but excluding) date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; providedPROVIDED that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Sections 7.1(a) or 7.1(b), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If -------------------------------------- notice of redemption has been given as above providedin the manner provided above, and unless such redemption is conditioned upon a subsequent event, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued and Liquidated Damages, if any, to (but excluding) the date fixed for redemptionsuch Redemption Date, and so long as the Company has deposited with the Paying Agent funds in satisfaction of the Redemption Price pursuant to the terms of this Indenture on and after said such date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest and Liquidated Damages, together with if any, to the Redemption Date, in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forRegular Record Date.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the fifth Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a) or (b), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.Note

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 16.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon Redemption Price. (b) Prior to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such 11:00 a.m. New York City time on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part onlyRedemption Date, the Company shall execute 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 7.05 an amount of cash (in immediately available funds if deposited on the Trustee 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 authenticate be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and make available for delivery to the holder thereof, at the expense of upon written demand by the Company, a new Note or Notes, of authorized denominations, in principal amount equal return to the unredeemed portion Company any funds in excess of the Redemption Price. (c) If the Paying Agent holds money sufficient to pay the Redemption Price of the Notes so presented. Notwithstanding to be redeemed on the foregoingRedemption Date, then, with respect to the Trustee Notes to be redeemed on such Redemption Date (which, for the avoidance of doubt, shall not redeem any include Notes or mail any notice converted by Holders thereof after delivery of redemption during the continuance Redemption Notice and prior to the close of a default in payment of interest or premium, if any, business on the Notes. If any Note called for redemption shall Scheduled Trading Day immediately preceding such Redemption Date), such Notes will cease to be outstanding as of such Redemption Date and interest will cease to accrue (whether or not be so paid upon surrender thereof for redemption, book-entry transfer of the principal and premium, if any, shall, until paid Notes is made or duly provided for, bear interest from whether or not the date fixed for redemption at Notes are delivered to the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if anyPaying Agent), and interest shall have been paid or duly provided forall other rights with respect to such Notes of the Holder thereof will terminate (other than the right to receive the Redemption Price).

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue andand such Notes shall cease, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b) or (e), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of -------------------------------------- redemption has been given as above providedto Holders in the manner provided above, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become irrevocably due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said date any such Redemption Date (unless the Company shall default in the payment of Notes to be redeemed on such Notes date at the redemption priceRedemption Price, together with plus accrued interest accrued to said date) the Redemption Date, in which case the principal, until paid, shall bear interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with plus accrued interest accrued thereon to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forRegular Record Date.

Payment of Notes Called for Redemption. If notice of redemption -------------------------------------- has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into cash or Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above herein provided, the Notes or portion portions of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption priceRedemption Price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes or portions thereof at the redemption priceRedemption Price, together with interest accrued to said date) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the date fixed for redemption, and such Notes and portions of Notes shall cease be deemed not to be convertible into Common Stock and, except as provided in Sections 8.5 Outstanding hereunder and 13.4, to shall not be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes Indenture except the right to receive payment of the redemption price thereof and unpaid Redemption Price, together with accrued interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a the place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment any installments of interest becoming due on such or prior to the date fixed for redemption shall be payable to the holders Holders of such Notes, or one or more previous Notes evidencing all or a portion of the same debt as that evidenced by such particular Notes, registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute dates according to their terms and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense provisions of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.Section

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest thereon accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest thereon accrued to said date) ), interest on the Notes or portion of Notes so called for redemption shall cease to accrue andaccrue, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 2.04 and 13.48.04, to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest thereon to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateNotes. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above herein provided, the Notes or portion portions of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes or portions thereof at the redemption price, together with interest accrued to said date) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the date fixed for redemption, and such Notes and portions of Notes shall cease be deemed not to be convertible into Common Stock and, except as provided in Sections 8.5 Outstanding hereunder and 13.4, to shall not be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes Indenture except the right to receive payment of the redemption price thereof and unpaid price, together with accrued interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place the Place of payment Payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment any installments of interest becoming due on such or prior to the date fixed for redemption shall be payable to the holders Holders of such Notes, or one or more previous Notes evidencing all or a portion of the same debt as that evidenced by such particular Notes, registered as such on the relevant record date instead dates according to their terms and the provisions of the holders surrendering such Notes for redemption on such dateSection 3.09. Upon presentation and surrender of any Note redeemed in part only, with, if the Company or the Trustee so required, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder Holder thereof, at the expense of the Company, a new Note or NotesNotes of the same series having the same interest rate and Stated Maturity and bearing interest from the same date, of any authorized denominationsdenominations as requested by such Holder, in aggregate principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal presented and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forsurrendered.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest thereon accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest thereon accrued to said date) ), interest on the Notes or portion of Notes so called for redemption shall cease to accrue andaccrue, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 2.04 and 13.48.04, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest thereon to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateNotes. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of -------------------------------------- redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with the Provisional Payment, if any, and interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with the Provisional Payment, if any, and interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with the Provisional Payment, if any, and interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment date, -------- the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b) or (e), a Responsible Officer of the Trustee has actual knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 16.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price. (b) Prior to the 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 7.05 an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay all, or the entire cash portion of, the Redemption Price of all of the Notes to be redeemed on such Redemption Date. (c) Upon any redemption pricein accordance with this Article 16, together the Company shall pay the Make-Whole Premium with interest accrued thereon respect to the Notes called for redemption to Holders, at its option, in cash, shares of Common Stock or a combination of cash and shares of Common Stock and shall specify the type of consideration for the Make-Whole Premium (but excludingand, if a combination, will specify the dollar amount of the Make-Whole Premium to be paid in cash) in the date fixed Notice of Redemption sent by the Company pursuant to Section 16.02. If the Company does not specify the type of consideration for redemptionthe Make-Whole Premium in such Notice of Redemption, the Company shall pay the Make-Whole Premium entirely in cash. (d) Any issuance of shares of Common Stock in respect of the Make-Whole Premium shall be deemed to have been effected immediately prior to the close of business on the Redemption Date and the Person or Persons in whose name or names any stock certificate or stock certificates representing shares of Common Stock shall be issuable upon such redemption shall be deemed to have become on the Redemption Date the holder or holders of record of the shares represented thereby; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes any surrender for redemption on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the stock certificate or stock certificates representing such dateshares are to be issued as the holder or holders of record of the shares represented thereby for all purposes at the Open of Business on the next succeeding day on which such stock transfer books are open. Upon presentation No payment or adjustment shall be made for dividends or distributions on any Common Stock declared prior to the Redemption Date. A Holder receiving shares of Common Stock in respect of the Make-Whole Premium shall not be entitled to any Note redeemed in part onlyrights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on the Redemption Date. (e) The Company will not issue a fractional share of Common Stock upon payment of the Make-Whole Premium. Instead, the Company shall execute and pay cash in lieu of fractional shares based on the Trustee shall authenticate and make available for delivery Last Reported Sale Price of Common Stock on the Trading Day prior to the holder thereofapplicable Conversion Date. (f) Any issuance and delivery of stock certificates representing shares of Common Stock on payment of the Make-Whole Premium shall be made without charge to the Holder of Notes being redeemed or for any tax or duty in respect of the issuance or delivery of such stock certificates or the Notes represented thereby; provided, at however, that the expense Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issuance or delivery of stock certificates representing shares of Common Stock in a name other than that of the Holder of the Notes being redeemed, and no such issuance or delivery shall be made unless the Persons requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, a new Note that such tax or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have duty has been paid or duly provided forpaid.

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 16.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price. (b) Prior to 12:00 p.m., together with interest accrued thereon to (but excluding) the date fixed for redemption; providedNew York City time, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part onlyRedemption Date, the Company shall execute 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 7.05 an amount of cash (in immediately available funds if deposited on the Trustee 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 authenticate be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and make available for delivery to the holder thereof, at the expense of upon written demand by the Company, a new Note or Notes, of authorized denominations, in principal amount equal return to the unredeemed portion Company any funds in excess of the Redemption Price. (c) If the Paying Agent holds money sufficient to pay the Redemption Price of the Notes so presented. Notwithstanding to be redeemed on the foregoingrelevant Redemption Date, then, with respect to the Trustee Notes to be redeemed on such Redemption Date (which, for the avoidance of doubt, shall not redeem any involve Notes converted by Holders thereof prior to the relevant Redemption Date), such Notes will cease to be outstanding and interest will cease to accrue (whether or mail any notice not book-entry transfer of redemption during the continuance of a default in payment of interest Notes is made or premium, if any, on the Notes. If any Note called for redemption shall whether or not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until is delivered to the principal and premium, if anyPaying Agent), and interest shall have been paid or duly provided forall other rights with respect to such Notes of the Holder thereof will terminate (other than the right to receive the Redemption Price).

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with ‎Section 16.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon Redemption Price. (b) Prior to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such 11:00 a.m. New York City time on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part onlyRedemption Date, the Company shall execute 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 7.05 an amount of cash (in immediately available funds if deposited on the Trustee shall authenticate and make available for delivery Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date. If the Paying Agent holds money sufficient to pay the Redemption Price of the Notes to be redeemed on the applicable Redemption Date, then, with respect to the holder thereofNotes to be redeemed on such Redemption Date (which, at for the expense avoidance of doubt, shall not include Notes converted during the related Redemption Period), such Notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the Notes is made or whether or not the Note is delivered to the Paying Agent), and all other rights with respect to such Notes of the Holder thereof will terminate (other than the right to receive the Redemption Price). 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, a new Note or Notes, of authorized denominations, in principal amount equal return to the unredeemed portion Company any funds in excess of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forRedemption Price.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which such notice has been given shall, unless theretofore converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption priceRedemption Price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price, together with interest accrued to said date) Original Issue Discount and interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price Redemption Price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.2 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount at maturity equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of principal amount at maturity, Redemption Price, Fundamental Change Repurchase Price or interest in respect of the Notes or premium, if any, on the Notesof any Event of Default. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premiumRedemption Price and, to the extent legally permitted, interest, if any, in respect thereof shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.duly

Payment of Notes Called for Redemption. If notice of -------------------------------------- redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable -------- redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b) or (c), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default defaults in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. (a) If notice any Notice of redemption Redemption has been given as above providedin respect of the Notes in accordance with Section 15.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Notice of Redemption and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place or places stated in the Notice of payment in said notice specifiedRedemption, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price. (b) Prior to the open of business on the Redemption Date, together the Company shall deposit with interest accrued thereon 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 7.05 an amount of cash (in 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 promptly after the later of: (but excludingi) the date fixed Redemption Date for redemptionsuch Notes; provided, however, that if and (ii) the applicable redemption date is an interest payment date, the semi-annual payment time of interest becoming due on presentation of such date shall be payable Note to the holders of Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by this Section 15.03. The Paying Agent shall, promptly after such Notes registered as such on payment and upon written demand by the relevant record date instead Company, return to the Company any funds in excess of the holders surrendering such Notes for redemption on such dateRedemption Price. Upon presentation surrender of any a Physical Note that is to be redeemed in part onlypursuant to Article XV, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, Holder a new Note or Notes, of in an authorized denominations, denomination equal in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forsurrendered.

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 4.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price. (b) Prior to 11:00 a.m., together New York City time, on the Redemption Date, the Issuer shall deposit with interest accrued thereon the Paying Agent or, if the Issuer or a Subsidiary of the Issuer is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 5.04 hereof an amount of cash (in 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 promptly after the later of: (but excluding1) the date fixed Redemption Date for redemptionsuch Notes; provided, however, that if and; (2) the applicable redemption date is an interest payment date, the semi-annual payment time of interest becoming due on presentation of such date shall be payable Note to the holders Trustee (or other Paying Agent appointed by the Issuer) by the Holder thereof in the manner required by this Section 4.03. (c) Upon surrender of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any a Note that is to be redeemed in part onlyonly pursuant to Section 4.01, the Company Issuer shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, Holder a new Note or Notes, of in an authorized denominations, denomination equal in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoingNote surrendered, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in without payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forservice charge.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.with

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date for the applicable series of Notes. Notice of redemption shall be deemed to be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemptionredemption and any Additional Amounts, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said datedate and any Additional Amounts) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemptionexcept as provided in Sections 5.5 and 8.4, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 from and 13.4, after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest accrued to (but excluding) the date fixed for redemptionredemption and any Additional Amounts. On presentation and surrender surrender, pursuant to the terms of such Notes Notes, at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemptionredemption and any Additional Amounts; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual any payment of interest becoming due on such the date fixed for redemption and any Additional Amounts shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of Section 2.5. From and after the redemption date, if moneys for the redemption of the holders surrendering such Notes called for redemption shall have been made available as provided herein for redemption on the redemption date, such dateNotes shall cease to bear interest, and the only right of the Holders of such Notes shall be to receive payment of the redemption price and all unpaid interest accrued to the date of redemption and any Additional Amounts. Notwithstanding any provision to the contrary in this Section 9.2, if any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate specified in the Note. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to or on the holder order of the Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, subject to Section 3.1 with respect to any Equity Conditions Failure, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with and interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with price and interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after and such Notes shall cease at the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with price and interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment dateInterest Payment Date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee Company shall not redeem any Notes or mail any notice of redemption Redemption Notice during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default or after the earlier of the occurrence or the public announcement of a Repurchase Event until such time as such Repurchase Event is consummated. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead of the holders Holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption an Optional Note Redemption Notice has been given as above providedprovided in Section 12.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice Optional Note Redemption Notice at the applicable redemption price, together with interest accrued Redemption Price payable pursuant to (but excluding) the date fixed for redemptionSection 12.01 and Section 12.02, and on and after said date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price, together with interest accrued but unpaid to said datedate and any other amounts payable pursuant to Section 12.01) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after except as provided in Article IV of the close of business on the Business Day next preceding the date fixed for redemptionStandard Indenture Provisions, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 from and 13.4, after the Optional Note Redemption Date to be entitled to any benefit or security under this Indenture, and the holders thereof Noteholders shall have no right in respect of such Notes except the right to receive the redemption price thereof and Redemption Price with respect to each Note held, accrued but unpaid interest to (but excluding) the date fixed for redemptionredemption and any other amounts payable pursuant to Section 12.01. On presentation and surrender of such The Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued but unpaid thereon to (but excluding) the date fixed for redemptionOptional Note Redemption Date and any amounts payable pursuant to Section 12.01; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual any payment of interest becoming due on such date the Optional Note Redemption Date shall be payable to the registered holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery subject to the holder thereof, at the expense terms and provisions of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the NotesSection 2.06. If any Note called for redemption pursuant to Section 12.01 shall not be so paid upon surrender thereof for redemption, the principal and principal, premium, if any, and interest shall, until paid or duly provided for, bear interest from the date fixed for redemption Optional Note Redemption Date at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forInterest Rate.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest thereon accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest thereon accrued to said date) ), interest on the Notes or portion of Notes so called for redemption shall cease to accrue andaccrue, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 7.6 and 13.412.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest thereon to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided in Section 3.04, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuers shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said datefrom the Redemption Date at the rate prescribed in the Notes) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuers at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such datenotice was properly given. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.� �

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 11.03, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price. (b) Prior to 11:00 a.m., together with interest accrued thereon to (but excluding) the date fixed for redemption; providedNew York City time, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part onlyRedemption Date, the Company shall execute 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 4.04, an amount of cash (in immediately available funds if deposited on the Redemption Date) sufficient to pay the aggregate Redemption Price of, and, if applicable, an amount of cash (in immediately available funds if deposited on the Redemption Date) and/or shares of Common Stock sufficient to pay or deliver, as the case may be, the aggregate Make-Whole Premium with respect to, all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds and, if applicable, shares of Common Stock by the Paying Agent, payment for the Notes to be redeemed shall be made promptly after the later of: (i) the Redemption Date for such Notes; and (ii) the time of presentation of such Note to the Trustee shall authenticate (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by this Section 11.04. The Paying Agent shall, promptly after such payment and make available for delivery to the holder thereof, at the expense of upon written demand by the Company, a new Note return to the Company any funds in excess of the Redemption Price. (c) If by 11:00 a.m., New York City time, on the Redemption Date, the Trustee (or other Paying Agent appointed by the Company) holds money and/or shares of Common Stock sufficient to make payment or delivery, as the case may be, on all the Notes, of authorized denominationsincluding any Make-Whole Premium, in principal amount equal that are to the unredeemed portion be redeemed on such Redemption Date, then, (i) such Notes shall cease to be outstanding, (ii) interest shall cease to accrue on such Notes (whether or not book-entry transfer of the Notes so presented. Notwithstanding has been made or the foregoingNotes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes shall terminate (other than the right to receive the Redemption Price (including any Make-Whole Premium) and, if the Redemption Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the Trustee shall not redeem any Notes or mail any notice right of redemption during the continuance Holder of a default in payment of record on such Regular Record Date to receive the related interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forpayment).

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with and interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with price and interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with price and interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b) or (d), a Responsible Officer of the Trustee has actual knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, price together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, price together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 8.05 and 13.413.04, to be entitled to any benefit or security under this Indenture, ---- ----- and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and thereof, and, unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, price together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due payable on such interest payment date shall be payable to the holders of record of such Notes registered as such on the relevant applicable record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption Redemption Date and at the place or places stated in such notice at the applicable redemption priceRedemption Price, together with interest Interest accrued to (but excluding) the date fixed for redemptionRedemption Date, and on and after said date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price, together with interest Interest accrued to said date) interest Interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemptionexcept as provided in Sections 6.05 and 10.04, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 from and 13.4, after the Redemption Date to be entitled to any benefit or security under this Indenture, and the holders Noteholders thereof shall have no right in respect of such Notes except the right to receive the redemption price Redemption Price thereof and unpaid interest Interest to (but excluding) the date fixed for redemptionRedemption Date. On presentation and surrender of such Notes at a place of payment in said notice specifiedthe Redemption Date, the said Notes or the specified portions thereof shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest Interest accrued thereon to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment of interest Interest becoming due on such date or prior to the Redemption Date shall be payable in the case of Registered Notes, to the holders Noteholders of such Registered Notes registered as such on the relevant record date instead Record Date subject to the terms and provisions of the holders surrendering such Notes Sections 2.03 and 2.08 hereof. If any Note called for redemption on shall not be so paid, the principal shall, until paid or duly provided for, bear Interest from the Redemption Date at the Interest Rate or Yield to Maturity (in the case of an Original Issue Discount Note) borne by such dateNote. Upon presentation If requested by the Noteholder of any Note redeemed in part only, the Company Issuer shall execute and and, upon written request of the Issuer, the Indenture Trustee shall authenticate and make available for delivery deliver to or on the holder order of the Noteholder thereof, at the expense of the CompanyIssuer, a new Note or NotesNotes of such Series, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of -------------------------------------------- redemption has been given as above provided, in the manner provided above,the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date or the Special Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) such Redemption Date or the date fixed for redemptionSpecial Redemption Price, and on and after said such date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date or at the Special Redemption Price, together with as the case may be, in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes Redemption Date or portion of Notes so called for redemption shall cease to accrue andthe Special Redemption Date, after as the close of business on case may be, at the Business Day next preceding rate prescribed in the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date or the Special Redemption Price; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forRegular Record Date.

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 16.02, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price. If any Redemption Date is after an Interest Record Date and on or before the next Interest Payment Date, together with then (i) the Holder of such Note at the close of business on such Interest Record Date will be entitled, notwithstanding such Optional Redemption, to receive, on such Interest Payment Date the unpaid interest at the full amount of Stated Interest (including both the cash interest and PIK Interest portions thereof) that would have accrued thereon to (on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders Holder of such Notes registered as such Note on the relevant record date instead of Redemption Date will be entitled to receive the holders surrendering such Notes for redemption Redemption Price on such date. Upon presentation of any Note redeemed in part onlythe Redemption Date. (b) On or prior to 11:00 a.m., New York City time, on the Redemption Date, the Company shall execute 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 7.05 an amount of cash (in immediately available funds if deposited on the Trustee 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 authenticate be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and make available for delivery to the holder thereof, at the expense of upon written demand by the Company, a new Note or Notes, of authorized denominations, in principal amount equal return to the unredeemed portion Company any funds in excess of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forRedemption Price.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 Section 8.05 and 13.4Section 13.04, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, any and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of -------------------------------------- redemption has been given as above providedin the manner provided above, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued and unpaid interest accrued and Liquidated Damages, if any, to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company shall default in the payment of such Notes at the redemption priceRedemption Price and accrued and unpaid interest and Liquidated Damages, together with if any, to the Redemption Date, in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Redemption Date at the rate prescribed in the Notes or portion of Notes so called for redemption and Liquidated Damages, if any, shall cease continue to accrue and, after the close of business on the Business Day next preceding the date fixed for redemptionaccrue), such Notes shall cease to be convertible into Common Stock andaccrue interest and Liquidated Damages, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionif any. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price, together with accrued and unpaid interest accrued thereon and Liquidated Damages, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due and Liquidated Damages whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead of Regular Record Date; provided, further, that if a Redemption Date is after a Regular Record Date and on or prior to the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part onlyrelevant Interest Payment Date, the Company shall execute accrued interest and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premiumLiquidated Damages, if any, will be payable to the Holder of the redeemed Notes registered on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forrelevant Regular Record Date.

Payment of Notes Called for Redemption. If the giving of notice of redemption has shall have been given completed as above provided, the Notes or portion portions of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said such date of redemption (unless the Company shall make default in the payment of such Notes at the redemption price, together with interest accrued thereon to said datethe date fixed for redemption) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue andaccrue, after the close of business on the Business Day next preceding the date fixed for redemption, and such Notes and portions of Notes shall cease be deemed not to be convertible into Common Stock and, except as provided in Sections 8.5 outstanding hereunder and 13.4, to shall not be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes Indenture except the right to receive payment of the redemption price thereof and unpaid price, together with accrued interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a said place of payment in said notice specified, the said such Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note which is redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, Notes of authorized denominations, denominations in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion portions of Notes with respect to which such notice has been given shall, unless theretofore converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next immediately preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable date fixed for redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes Note so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and, with respect to the Notes called for Provisional Redemption (including Notes converted into Common Stock pursuant to the terms hereof after the Notice Date and prior to the Provisional Redemption Date), the Additional Payment, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 Section 8.05 and 13.4Section 13.04, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption, and, with respect to the Notes called for Provisional Redemption (including Notes converted into Common Stock pursuant to the terms hereof after the Notice Date and prior to the Provisional Redemption Date), the Additional Payment. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption, and, with respect to the Notes called for Provisional Redemption (including Notes converted into Common Stock pursuant to the terms hereof after the Notice Date and prior to the Provisional Redemption Date), the Additional Payment; provided, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any (including the Additional Payment, if any), on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any (including the Additional Payment, if any), shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any (including the Additional Payment, if any), and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with and interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with price and interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after and such Notes shall cease at the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 8.5, 13.4 and 13.417.5, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with price and interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment dateInterest Payment Date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3. Upon presentation of any Note redeemed in part onlyonly (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his Attorney duly authorized in writing), the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder Holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which a Responsible Officer of the Trustee has actual knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion portions of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemptionexcept as provided in SECTION 5.5 and SECTION 9.4 hereof, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 from and 13.4, after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the holders Holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionthereof. On presentation and surrender of such Notes at a place of payment specified in said notice specifiednotice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, PROVIDED that if the applicable redemption date is an interest payment date, the semi-annual any semiannual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders Holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of SECTION 2.7(i) hereof. If the Company defaults in the payment of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery price with respect to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid redemption, upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forNote.

Payment of Notes Called for Redemption. (a) If notice of redemption any Redemption Notice has been given as above providedin respect of the Notes in accordance with Section 7.03, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, shall become due and payable on the date fixed for redemption and Redemption Date at the place or places stated in such notice the Redemption Notice and at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionRedemption Price. On presentation and surrender of such the Notes at a the place of payment or places stated in said notice specifiedthe Redemption Notice, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption priceRedemption Price. (b) Subject to the satisfaction of the condition or conditions precedent, together no later than 11:00 a.m., New York City time, on the Redemption Date, the Company shall deposit with interest accrued thereon 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 2.07 of the Original Indenture an amount of cash (in 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 promptly after the later of: (but excludingi) the date fixed Redemption Date for redemptionsuch Notes; provided, however, that if and (ii) the applicable redemption date is an interest payment date, the semi-annual payment time of interest becoming due on presentation of such date shall be payable Note to the holders Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by this Section 7.04. (c) Upon surrender of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any a Note that is to be redeemed in part onlyonly pursuant to Section 7.02, the Company shall execute and upon receipt of an Authentication Order, the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, Holder a new Note or Notes, of in an authorized denominations, denomination equal in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoingNote surrendered, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in without payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forservice charge.

Payment of Notes Called for Redemption. If notice of --------------------------------------- redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (to, but excluding) , the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to to, but excluding, said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (to, but excluding) , the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof to be redeemed shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (to, but excluding) , the date fixed for redemption; providedprovided that, however, that if the applicable -------- redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a), (b) or (c), a Responsible Officer of the Trustee has actual knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes or portion of Notes with respect to which specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuers shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Notes or portion of Notes so called for redemption shall cease to accrue and, after Redemption Date at the close of business on rate prescribed in the Business Day next preceding the date fixed for redemptionNotes), such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuers at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date.� Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date) interest on the Notes or portion of Notes so called for redemption shall cease to accrue and, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; providedprovided that, however, that if the applicable redemption date is an interest payment date, the semi-annual payment of interest becoming due on such date shall be payable to the holders of such Notes registered as such on the relevant record date instead of the holders surrendering such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Sections 7.1 (a) or 7.1 (b), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.

Payment of Notes Called for Redemption. If notice of redemption has been given as above providedin the manner provided below, the Notes of the applicable series or portion of Notes with respect to which of the applicable series called for redemption specified in such notice has been given shall, unless converted into Common Stock pursuant to the terms hereof, be redeemed shall become due and payable on the date fixed for redemption and Redemption Date at the place or places Redemption Price stated in such notice at the applicable redemption pricetherein, together with accrued interest accrued to (but excluding) the date fixed for redemptionsuch Redemption Date, and on and after said such date (unless the Company Issuer shall default in the payment of such Notes at the redemption priceRedemption Price and accrued interest to the Redemption Date, together with in which case the principal, until paid, shall bear interest accrued to said date) interest on from the Redemption Date at the rate prescribed in the Notes or portion of Notes so called for redemption shall cease to accrue and, after the close of business on the Business Day next preceding the date fixed for redemption, applicable series) such Notes shall cease to be convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest to (but excluding) the date fixed for redemptionaccrue interest. On presentation and Upon surrender of any Note for redemption in accordance with a notice of redemption, such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof Note shall be paid and redeemed by the Company Issuer at the applicable redemption priceRedemption Price, together with interest accrued thereon interest, if any, to (but excluding) the date fixed for redemptionRedemption Date; provided, however, provided that if the applicable redemption date is an interest payment date, the semi-annual payment installments of interest becoming due whose Stated Maturity is on such date or prior to the Redemption Date shall be payable to the holders of such Notes Holders registered as such at the close of business on the relevant record date instead Record Date. Notice of redemption shall be deemed to be given when delivered, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the holders surrendering proceedings for the redemption of Notes held by Holders to whom such Notes for redemption on such date. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of redemption during the continuance of a default in payment of interest or premium, if any, on the Notes. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided forwas properly given.

Payment of Notes Called for Redemption. If -------------------------------------- notice of redemption has been given as above provided, the Notes or portion of Notes with respect to which such notice has been given shall, unless exchanged for Preferred Stock or converted into Common Stock pursuant to the terms hereof, become due and payable on the date fixed for redemption and at the place or places stated in such notice at the applicable redemption price, together with interest thereon accrued to (but excluding) the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Notes at the redemption price, together with interest thereon accrued to said date) ), interest on the Notes or portion of Notes so called for redemption shall cease to accrue andaccrue, and such Notes shall cease after the close of business on the Business Day next preceding the date fixed for redemption, such Notes shall cease redemption to be exchangeable for Preferred Stock or convertible into Common Stock and, except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or security under this Indenture, and the holders thereof shall have no right in respect of such Notes except the right to receive the redemption price thereof and unpaid interest thereon to (but excluding) the date fixed for redemption. On presentation and surrender of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to (but excluding) the date fixed for redemption; provided, however, provided that if the applicable redemption date is an interest payment date, the any semi-annual payment of interest becoming due on such the date fixed for redemption shall be payable to the holders of such Notes registered as such on the relevant record date instead subject to the terms and provisions of the holders surrendering such Notes for redemption on such dateSection 2.3 hereof. Upon presentation of any Note redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery deliver to the holder thereof, at the expense of the Company, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented. Notwithstanding the foregoing, the Trustee shall not redeem any Notes or mail any notice of optional redemption during the continuance of a default in payment of interest or premium, if any, premium on the NotesNotes or of any Event of Default of which, in the case of any Event of Default other than under Section 7.1(a) or (b), a Responsible Officer of the Trustee has knowledge. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate borne by the Note and such Note shall remain exchangeable for Preferred Stock and convertible into Common Stock until the principal and premium, if any, and interest shall have been paid or duly provided for.