Calculation of Redemption Price; Selection of Notes, Notice of Optional Redemption Clause Samples

Calculation of Redemption Price; Selection of Notes, Notice of Optional Redemption. (a) Notwithstanding anything in Section 4.1 or Section 4.2, if a Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). (b) The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no obligation to determine or verify any determination of the Redemption Price. (c) The Company shall not redeem the Notes pursuant to Section 4.1 or Section 4.2 on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to the Notes to be redeemed). (d) The Company may redeem the Notes in increments of €1,000 so long as, in the case of any Note redeemed in part, the unredeemed principal amount thereof is €100,000 or an integral multiple of €1,000 in excess thereof. If the Company redeems less than all of the Notes, the Notes to be redeemed will be selected in accordance with the procedures of the Depositary. The Company will cause notices of redemption to be mailed (or sent by electronic transmission) at least 10 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address or by delivery to the Depositary for posting through its systems, in each case, with a copy to the Trustee. (e) If any of the Notes are to be redeemed in part only, the notice of redemption that relates to the relevant Note will state the portion of the principal amount thereof to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select the Notes or portions thereof of the Global Note or the Notes in certificated form to be redeemed (in principal amounts of €100,000 and integral multiples of €1,000 in excess thereof), on a pro rata basis, by lot, or such other method the Trustee deems fair and appropriate or is required by the Depositary; provided, however, that so long as the notes are represented by one or more Global Notes, interests in such Global Notes will be selected for redemp...