Common use of Election to Redeem; Notice of Redemption; Partial Redemption Clause in Contracts

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by an Officers' Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities to be redeemed as hereinafter in this Section provided. Notice of redemption to the holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Security. Each such notice of redemption shall specify the date fixed for redemption and the price at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with accrued interest thereon to the date fixed for redemption (except that if such redemption date is an interest payment date, the interest due on such date with respect to a particular Security shall be payable to the holder of such Security on the record date for such interest payment date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 upon presentation and surrender of such Securities and that from and after said date interest thereon will cease to accrue. If less than all the Securities of a series are to be redeemed, the notice to each registered holder of Securities to be redeemed shall identify such registered holder's Securities to be redeemed as a whole or in part. In case any Security is to be redeemed in part only, the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof will be issued. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the series is to be redeemed. If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for the redemption of Securities, written notice of the aggregate amount of the Securities to be redeemed, and thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemed, and shall thereafter promptly notify the Company and any paying agent in writing of the Securities of such series of portions thereof to be redeemed. Any notice of redemption to be mailed by the Company pursuant to this Section shall be prepared by the Company and mailed, at the Company's direction, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by by, or pursuant to an Officers' Certificate’ Certificate at the time notice of redemption is sent to the Holders of the Securities. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders Holders of the Securities to be redeemed as hereinafter provided in this Section provided4.02. Notice Any notice of redemption to be given to the holders Holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption in the manner provided in Section 1.05 not less than 30 10 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the registered holders satisfaction of Securities to one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed rescinded in the manner herein provided event that any or all such conditions shall be conclusively presumed to not have been duly given whether satisfied or not waived by the registered holder receives Company by the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for relevant redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Securitydate. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred Section of this Indenture and describe the same, Securities authorizing redemption and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued interest thereon to to, but excluding, the date fixed for redemption (except that if such redemption date is an interest payment date, the Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the holder Holder of such Security record at the close of business on the record date Regular Record Date for such interest payment dateInterest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such Securities securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each registered holder Holder of Securities to be redeemed shall identify such registered holder's Securities Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part onlyonly (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be issuedselected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the a series is are to be redeemedredeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by such notice of redemption is to be sent to the Company for Holders of the redemption of Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, and thereupon they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select, in such manner as is described in its sole discretion it shall deem appropriate and fairthe immediately prior paragraph, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemedredeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any paying agent Paying Agent in writing of the Securities of such series of or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption to may be mailed given by the Company pursuant to this Section shall 4.02 or may be prepared by the Company and mailedgiven, at the Company's ’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 5 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by by, or pursuant to an Officers' ’ Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders Holders of the Securities to be redeemed as hereinafter provided in this Section provided4.02. Notice Any notice of redemption to be given to the holders Holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption in the manner provided in Section 1.05 not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Securityredemption. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued interest thereon to to, but excluding, the date fixed for redemption (except that if such redemption date is an interest payment date, the Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the holder Holder of such Security record at the close of business on the record date Regular Record Date for such interest payment dateInterest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such Securities securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. If less than all the Securities of a series are to be redeemed, the notice to each registered holder Holder of Securities to be redeemed shall identify such registered holder's Securities Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part onlyonly (which part shall be the minimum denomination of the Securities of such series as set forth pursuant to Section 3.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof will shall be issued. No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the a series is are to be redeemedredeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for the redemption of Securitiessuch redemption, written notice of the aggregate amount of the Securities to be redeemed, and thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemedredeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any paying agent Paying Agent in writing of the Securities of such series of or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption published as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption to may be mailed given by the Company pursuant to this Section shall 4.02 or may be prepared by the Company and mailedgiven, at the Company's ’s direction, which direction is delivered to the Trustee at least 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by by, or pursuant to an Officers' Certificate’ Certificate at the time notice of redemption is sent to the Holders of the Securities. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders Holders of the Securities to be redeemed as hereinafter provided in this Section provided4.02. Notice Any notice of redemption to be given to the holders Holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption in the manner provided in Section 1.05 not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Securityredemption. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred Section of this Indenture and describe the same, Securities authorizing redemption and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued interest thereon to to, but excluding, the date fixed for redemption (except that if such redemption date is an interest payment date, the Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the holder Holder of such Security record at the close of business on the record date Regular Record Date for such interest payment dateInterest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such Securities securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each registered holder Holder of Securities to be redeemed shall identify such registered holder's Securities Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part onlyonly (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum ACTIVE 255643008v.4 denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be issuedselected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the a series is are to be redeemedredeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by such notice of redemption is to be sent to the Company for Holders of the redemption of Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, and thereupon they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select, in such manner as is described in its sole discretion it shall deem appropriate and fairthe immediately prior paragraph, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemedredeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any paying agent Paying Agent in writing of the Securities of such series of or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption to may be mailed given by the Company pursuant to this Section shall 4.02 or may be prepared by the Company and mailedgiven, at the Company's ’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by by, or pursuant to an Officers' ’ Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders Holders of the Securities to be redeemed as hereinafter provided in this Section provided4.02. Notice Any notice of redemption to be given to the holders Holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption in the manner provided in Section 1.05 not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Securityredemption. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued interest thereon to to, but excluding, the date fixed for redemption (except that if such redemption date is an interest payment date, the Interest Payment Date such interest due on such date with respect to a particular Registered Security shall instead be payable on such Interest Payment Date to the holder Holder of such Security record at the close of business on the record date Regular Record Date for such interest payment dateInterest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such Securities securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. If less than all the Securities of a series are to be redeemed, the notice to each registered holder Holder of Securities to be redeemed shall identify such registered holder's Securities Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part onlyonly (which part shall be the minimum denomination of the Securities of such series as set forth pursuant to Section 3.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof will (with, if such series is a Guaranteed Series, a Parent Guarantee endorsed thereon by the Guarantor) shall be issued. No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the a series is are to be redeemedredeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for the redemption of Securitiessuch redemption, written notice of the aggregate amount of the Securities to be redeemed, and thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemedredeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any paying agent Paying Agent in writing of the Securities of such series of or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption published as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption to may be mailed given by the Company pursuant to this Section shall 4.02 or may be prepared by the Company and mailedgiven, at the Company's ’s direction, which direction is delivered to the Trustee at least 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized evidenced by or pursuant to a Board Resolution and evidenced by an Officers' CertificateResolution. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities to be redeemed as hereinafter in this Section provided. Notice of redemption to the holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Security. Each such notice of redemption shall specify the date fixed for redemption and the price at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with accrued interest thereon to the date fixed for redemption (except that if such redemption date is an interest payment date, the interest due on such date with respect to a particular Security shall be payable to the holder of such Security on the record date for such interest payment date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 upon presentation and surrender of such Securities and that from and after said date interest thereon will cease to accrue. If less than all the Securities of a series are to be redeemed, the notice to each registered holder of Securities to be redeemed shall identify such registered holder's Securities to be redeemed as a whole or in part. In case any Security is to be redeemed in part only, the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof will be issued. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the series is to be redeemed. If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for the redemption of Securities, written notice of the aggregate amount of the Securities to be redeemed, and thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemed, and shall thereafter promptly notify the Company and any paying agent in writing of the Securities of such series of portions thereof to be redeemed. Any notice of redemption to be mailed by the Company pursuant to this Section shall be prepared by the Company and mailed, at the Company's direction, by the Trustee in the name and at the expense of the Company.and

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by or pursuant to an Officers' Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities Holders to be redeemed as hereinafter in this Section provided. Notice Any notice of redemption to be given to the holders Holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption in the manner provided in Section 1.04 not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Securityredemption. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued interest thereon to the date fixed for redemption (except that if such redemption date is an interest payment date, the Interest Payment Date such interest due on such date with respect to a particular Registered Security shall be payable to the holder of such Security Holder on the record date Regular Record Date for such interest payment dateInterest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 5.02 (or, if desired by the Company, at the principal office of the Trustee) upon presentation and surrender of such Securities and that from and after said date any interest thereon will cease to accrue. If less than all the Securities of a series are to be redeemed, the notice to each registered holder Holder of Securities to be redeemed shall identify such registered holderHolder's Securities to be redeemed as a whole or in part. In case any Security is to be redeemed in part onlyonly (which part shall be the minimum denomination determined pursuant to Section 3.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof will be issued. No Security of a denomination of the minimum denomination determined pursuant to Section 3.01 principal amount may be redeemed in part. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the a series is are to be redeemedredeemed ("Company Designation"). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for the redemption of Securitiessuch redemption, written notice of the aggregate amount of the Securities to be redeemed, and thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemedredeemed ("Trustee Selection"), and shall thereafter promptly notify the Company and any paying agent Paying Agent in writing of the Securities of such series of or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption published as contemplated by Section 1.04 need not identify particular Securities to be redeemed. Any notice of redemption to may be mailed given by the Company pursuant to this Section shall or may be prepared by the Company and mailedgiven, at the Company's direction, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized evidenced by or pursuant to a Board Resolution and evidenced by an Officers' CertificateResolution. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities to be redeemed as hereinafter in this Section provided. Notice of redemption to the holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Security. Each such notice of redemption shall specify the date fixed for redemption and the price at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with accrued interest thereon to the date fixed for redemption (except that if such redemption date is an interest payment date, the interest due on such date with respect to a particular Security shall be payable to the holder of such Security on the record date for such interest payment date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 upon presentation and surrender of such Securities and that from and after said date interest thereon will cease to accrue. If less than all the Securities of a series are to be redeemed, the notice to each registered holder of Securities to be redeemed shall identify such registered holder's Securities to be redeemed as a whole or in part. In case any Security is to be redeemed in part onlyonly (which part shall be $1.00 or a multiple of $1.00), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof will be issued. No Security of a denomination of $1,000 principal amount may be redeemed in part. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the series is to be redeemed. If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for the redemption of Securities, written notice of the aggregate amount of the Securities to be redeemed, and thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemed, and shall thereafter promptly notify the Company and any paying agent in writing of the Securities of such series of portions thereof to be redeemed. Any notice of redemption to be mailed by the Company pursuant to this Section shall may be prepared by the Company and mailed, at the Company's direction, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by by, or pursuant to an Officers' ’ Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders Holders of the Securities to be redeemed as hereinafter provided in this Section provided4.02. Notice Any notice of redemption to be given to the holders Holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption in the manner provided in Section 1.04 not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Securityredemption. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued interest thereon to to, but excluding, the date fixed for redemption (except that if such redemption date is an interest payment date, the Interest Payment Date such interest due on such date with respect to a particular Registered Security shall instead be payable on such Interest Payment Date to the holder Holder of such Security record at the close of business on the record date Regular Record Date for such interest payment dateInterest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such Securities securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. If less than all the Securities of a series are to be redeemed, the notice to each registered holder Holder of Securities to be redeemed shall identify such registered holder's Securities Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part onlyonly (which part shall be the minimum denomination of the Securities of such series as set forth pursuant to Section 3.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof (with, if such series is a Guaranteed Series, a Parent Guarantee endorsed thereon by the Guarantor) will be issued. No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the a series is are to be redeemedredeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for the redemption of Securitiessuch redemption, written notice of the aggregate amount of the Securities to be redeemed, and thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemedredeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any paying agent Paying Agent in writing of the Securities of such series of or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption published as contemplated by Section 1.04 need not identify particular Securities to be redeemed. Any notice of redemption to may be mailed given by the Company pursuant to this Section shall 4.02 or may be prepared by the Company and mailedgiven, at the Company's ’s direction, which direction is delivered to the Trustee at least ten (10) days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by or pursuant to an Officers' Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities Holders to be redeemed as hereinafter in this Section provided. Notice Any notice of redemption to be given to the holders Holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption in the manner provided in Section 1.04 not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Securityredemption. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities are to be redeemed, shall state that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued interest thereon to the date fixed for redemption (except that if such redemption date is an interest payment date, the Interest Payment Date such interest due on such date with respect to a particular Registered Security shall be payable to the holder of such Security Holder on the record date Regular Record Date for such interest payment dateInterest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 5.02 (or, if desired by the Company, at the principal office of the Trustee) upon presentation and surrender of such Securities and that from and after said date any interest thereon will cease to accrue. If less than all the Securities of a series are to be redeemed, the notice to each registered holder Holder of Securities to be redeemed shall identify such registered holderHolder's Securities to be redeemed as a whole or in part. In case any Security is to be redeemed in part onlyonly (which part shall be the minimum denomination determined pursuant to Section 3.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof will be issued. No Security of a denomination of the minimum denomination determined pursuant to Section 3.01 principal amount may be redeemed in part. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the a series is are to be redeemedredeemed ("Company Designation"). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 60 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for the redemption of Securitiessuch redemption, written notice of the aggregate amount of the Securities to be redeemed, and thereupon the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemedredeemed ("Trustee Selection"), and shall thereafter promptly notify the Company and any paying agent Paying Agent in writing of the Securities of such series of or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption published as contemplated by Section 1.04 need not identify particular Securities to be redeemed. Any notice of redemption to may be mailed given by the Company pursuant to this Section shall or may be prepared by the Company and mailedgiven, at the Company's direction, by the Trustee in the name and at the expense of the Company.

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by by, or pursuant to an Officers' Certificate’ Certificate at the time notice of redemption is sent to the Holders of the Securities. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders Holders of the Securities to be redeemed as hereinafter provided in this Section provided4.02. Notice Any notice of redemption to be given to the holders Holders of Securities to be redeemed as a whole or in part shall be given by mailing of a notice of such redemption in the manner provided in Section 1.05 not less than 30 nor more than 60 days prior to the date fixed for redemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice by mail, or any defect in such notice, to the registered holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for redemption of any other Securityredemption. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state the Section of this Indenture and the Securities authorizing redemption and that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued interest thereon to to, but excluding, the date fixed for redemption (except that if such redemption date is an interest payment date, the Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the holder Holder of such Security record at the close of business on the record date Regular Record Date for such interest payment dateInterest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 4.02 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such Securities securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each registered holder Holder of Securities to be redeemed shall identify such registered holder's Securities Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part onlyonly (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender or of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be issuedselected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of the a series is are to be redeemedredeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 45 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by such notice of redemption is to be sent to the Company for Holders of the redemption of Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, and thereupon they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select, in such manner as is described in its sole discretion it shall deem appropriate and fairthe immediately prior paragraph, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemedredeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any paying agent Paying Agent in writing of the Securities of such series of or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption to may be mailed given by the Company pursuant to this Section shall 4.02 or may be prepared by the Company and mailedgiven, at the Company's ’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.