Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes Issuer will not be redeemable entitled to redeem the Notes at the Issuer’s optionits option prior to November 1, 2019. (b) At any time prior to May 15November 1, 2016, 2019 the Issuer may redeem all or a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the redemption date, and plus, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15November 1, 20162019, the Issuer may, at its option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of the Notes issued by it at a redemption price equal to 105.000107.250% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 60 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15November 1, 20162019, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 November 1 of each of the years indicated below: 2016 103.750 2019 105.438 % 2017 102.500 2020 103.625 % 2018 101.250 2021 101.813 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture. In addition, any redemption pursuant to this paragraph 5 may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a debt or equity financing, acquisition or other transaction or event. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived (including to a date later than 60 days after the date on which such notice was mailed or delivered electronically), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied or waived.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (ba) At any time prior to May November 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May November 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May November 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May November 15 of each of the years indicated below: 2016 103.750 104.500 % 2017 102.500 103.000 % 2018 101.250 101.500 % 2019 and thereafter 100.000 % (ed) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15October 1, 20162015, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15October 1, 20162015, the Issuer may, at its option, on one or more occasions redeem up to 3540.0% of the aggregate principal amount of Notes at a redemption price equal to 105.000106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of by the Issuer from one or more Equity Offerings; provided that at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such . All redemption or notice notices may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the a related Equity Offering. (d) On and after May 15October 1, 20162015, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, Date (subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, ) if redeemed during the twelve-month period beginning on May 15 October 1 of each of the years indicated below: 2015 103.250 % 2016 103.750 101.625 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses Sections 5(b) and 5(c), 5(c) and 5(d) hereof, the 2017 A Notes will shall not be redeemable at the Issuer’s optionoption before December 15, 2012. (b) At any time prior to May December 15, 20162012, the 2017 A Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the 2017 A Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until December 15, 2012, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of 2017 A Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 109.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of 2017 A Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of 2017 A Notes originally issued under the Indenture on the Issue Date and any Additional 2017 A Notes that are 2017 A Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162012, the 2017 A Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the 2017 A Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 2012 106.93750% 2017 102.500 2013 104.62500% 2018 101.250 2014 102.31250% 2019 2015 and thereafter 100.000 100.00000% (e) Any redemption of 2017 A Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162014, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May April 15, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000109.25% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May April 15, 20162014, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May April 15 of each of the years indicated below: 2014 104.625 % 2015 102.313 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. set forth in subparagraphs (b) At any time and (c) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May August 15, 2016. Thereafter, the Issuer may Company shall have the option to redeem all the Notes, in whole or a part in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest, if any, thereon to the date of redemption applicable Redemption Date (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date.), if redeemed during the twelve-month period beginning on August 15 of the years indicated below: Year Percentage 2016 106.000 % 2017 104.000 % 2018 102.000 % 2019 and thereafter 100.000 % (cb) Until May Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or prior to August 15, 2016, the Issuer may, at its option, Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes theretofore issued under the Indenture at a redemption price equal to 105.000Redemption Price of 108.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, redemption date (subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds received of one or more Equity Offerings; provided that (i) at least 5065% of the sum of the aggregate principal amount of Notes originally theretofore issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that following each such redemption occurs and (ii) the redemption shall occur within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May In addition, at any time prior to August 15, 2016, the Issuer Company may redeem the Notes, in whole all or in part at the redemption prices (expressed as percentages of principal amount of the Notes at a Redemption Price equal to be redeemedthe sum of (i) set forth below100% of the principal amount thereof, plus (ii) the Applicable Premium as of the Redemption Date, plus (iii) accrued and unpaid interest, if any, to the Redemption Datedate of redemption, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except On and after July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at the redemption prices (expressed as described below under clauses 5(bpercentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), 5(c) if redeemed during the twelve-month period beginning on July 15 of each of the years set forth below. 2013 106.625 % 2014 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time prior Prior to May July 15, 20162013, the Issuer Issuers may redeem all or a part up to 35% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price of 113.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date) if: (1) such redemption is made with the proceeds of one or more Equity Offerings; (2) at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (3) the redemption occurs within 90 days of the Issuers’ receipt of the proceeds of such Equity Offering. (c) Prior to July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016to, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, date (subject to the right of Holders of record on the relevant Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date). (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May February 15, 20162023, the Issuer may redeem all or a part portion of the Notes Notes, upon notice as set forth in Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (db) On and after May February 15, 20162023, the Issuer may redeem the Notes, in whole or in part part, upon notice as set forth in Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May February 15 of each of the years indicated below: 2016 103.750 2023 103.063 % 2017 102.500 2024 101.531 % 2018 101.250 % 2019 2025 and thereafter 100.000 % (ec) Any In addition, until February 15, 2023, the Issuer may, at its option, upon notice as set forth in Section 3.03, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption pursuant price equal to this paragraph 5 shall be made pursuant 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the provisions right of Sections 3.01 through 3.06 Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% of the Indenturesum of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) Subject to and 5(d) hereofin accordance with the provisions of this Section 10, the Notes will not be redeemable Corporation shall have the right, at the Issuer’s its option. (b) At , at any time prior following the third anniversary of the Original Issuance Date to May 15, 2016, the Issuer may redeem (i) all or a part (ii) any portion of the Notes shares of Preferred Stock then outstanding at a redemption price per share in cash (the “Optional Redemption Price”) equal to 100% two times (2x) the sum of (A) the principal amount Accumulated Amount and (B) the Interim Accrued Dividends of the Notes redeemed plus the Applicable Premium each such share of Preferred Stock as of, and accrued and unpaid interest, if any, to of the date of such redemption; provided, that any Interim Accrued Dividends that have accrued since the most recent Preferred Dividend Payment Date shall instead be calculated at one times (1x) (not 2X) the amount of such current period Interim Accrued Dividends; provided, further, that any redemption under this Section 10 for less than all of the shares of Preferred Stock then outstanding must redeem sufficient shares of Preferred Stock such that the redemption will be treated as a payment in exchange for stock pursuant to Section 302(b) of the Code for United States federal income tax purposes (for the avoidance of doubt, taking into account any equity interests held in the Corporation by the Investor) and must not result in the Investor’s Beneficial Ownership of the Common Stock (on an as-converted to Common Stock basis) falling below three percent (3%) of the Common Stock then outstanding as of the Redemption Date (on an as-converted to Common Stock basis); provided, further, that the Corporation shall not be entitled to exercise its option to redeem pursuant to this Section 10(a) unless as of the Optional Redemption Date all of the Common Stock Liquidity Conditions are satisfied. The Corporation may exercise its right to require redemption under this Section 10 by sending a written notice to each Holder of Preferred Stock (the “Optional Redemption Notice”) specifying (x) the date on which the redemption shall occur (the “Optional Redemption Date”), subject which shall be a Business Day that is no earlier than 10 days and no later than 60 days from the date the Redemption Notice is sent and (y) the aggregate number of shares of Preferred Stock which are being redeemed pursuant to such redemption and the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% aggregate and per-share purchase price therefor. If fewer than all of the aggregate principal amount shares of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains Preferred Stock then outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes are to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 10(a), then such redemption shall be made pursuant occur on a pro rata basis with respect to all Holders of Preferred Stock based on the total number of shares of Preferred Stock then held by such Holder relative to the provisions total number of Sections 3.01 through 3.06 shares of the IndenturePreferred Stock then outstanding.

Optional Redemption. (a) Except On and after July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at the redemption prices (expressed as described below under clauses 5(bpercentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), 5(c) if redeemed during the twelve-month period beginning on July 15 of each of the years set forth below. Year Percentage 2013 106.625 % 2014 and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.thereafter 100.000 % (b) At any time prior Prior to May July 15, 20162013, the Issuer Issuers may redeem all or a part up to 35% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price of 113.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date) if: (1) such redemption is made with the proceeds of one or more Equity Offerings; (2) at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (3) the redemption occurs within 90 days of the Issuers’ receipt of the proceeds of such Equity Offering. (c) Prior to July 15, 2013, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016to, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, date (subject to the right of Holders of record on the relevant Record Date record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date). (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses Sections 5(b) and 5(c), 5(c) and 5(d) hereof, the 2017 B Notes will shall not be redeemable at the Issuer’s optionoption before December 15, 2012. (b) At any time prior to May December 15, 20162012, the 2017 B Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the 2017 B Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until December 15, 2012, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of 2017 B Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 109.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of 2017 B Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of 2017 B Notes originally issued under the Indenture on the Issue Date and any Additional 2017 B Notes that are 2017 B Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162012, the 2017 B Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the 2017 B Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 2012 106.93750 % 2017 102.500 2013 104.62500 % 2018 101.250 2014 102.31250 % 2019 2015 and thereafter 100.000 100.00000 % (e) Any redemption of 2017 B Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes will not be redeemable at the Issuer’s optionoption before January 15, 2019. (b) At any time prior to May January 15, 20162019, the Issuer may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to but not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May Prior to January 15, 20162019, the Issuer may, at its option, on one or more occasions redeem up to 3540% of the sum of the aggregate principal amount of all Notes issued under the Indenture at a redemption price equal to 105.000105.125% of the aggregate principal amount thereof, plus accrued and unpaid interest, and Additional Interest, if any, to but not including the applicable Redemption Date, subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings of the Issuer or any direct or indirect parent of the Issuer to the extent such net proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and or after May January 15, 20162019, the Issuer may redeem the Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May January 15 of each of the years indicated below: 2016 103.750 2019 103.844 % 2017 102.500 2020 102.563 % 2018 101.250 2021 101.281 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(e) hereof, the Notes will not be redeemable at the Issuer’s optionoption before December 15, 2016. (b) At any time prior to May December 15, 2016, the Issuer may may, at its option, on one or more occasions, redeem all or a part of the Notes Notes, upon notice provided as described in Section 7, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if anybut not including, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May December 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 3540% of the aggregate principal amount of Notes (including the aggregate principal amount of Notes issued after the Issue Date), upon notice provided as described in Section 7, at a redemption price equal to 105.000105.875% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon to, if anybut not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds received of from one or more Equity Offerings; provided that (i) each such redemption occurs within 120 days of the date of closing of each such Equity Offering; (ii) proceeds in an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any of its Restricted Subsidiaries and (iii) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 2016, the Issuer may may, at its option, on one or more occasions, redeem all or a part of the Notes, upon notice provided as described in whole or in part Section 7, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon to, if anybut not including, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May December 15 of each of the years indicated below: 2016 103.750 102.938 % 2017 102.500 101.469 % 2018 101.250 % 2019 and thereafter 100.000 % (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described in Section 4.14(c) of the Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon prior notice given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.14 of the Indenture, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.000% of the principal amount thereof plus accrued and unpaid interest to, but not including, the date of redemption. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (aOther than pursuant to a Mandatory Redemption in accordance with Section 5(a) Except as described below under clauses 5(bor a redemption upon a Change of Control in accordance with Section 5(c), 5(c) and 5(d) hereof, the Notes will shares of Convertible Preferred Stock shall not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016option of the Company by the Corporation until following the four-year anniversary of the Issue Date. Following such date, the Issuer may redeem all or a part of Corporation shall have the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer mayright, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofupon not less than 60 days' prior written notice ("Notice"), plus accrued and unpaid interest, if any, to the Redemption Date, but subject to the right of the Holders to convert their shares of Convertible Preferred Stock into shares of Common Stock pursuant to Section 9, to redeem, out of funds legally available therefor, all or a portion of the shares of Convertible Preferred Stock during the 12-month period beginning on July 31 of the years indicated below (subject to the right of the Holder of record on a record date for the relevant Record Date payment of a dividend on the Convertible Preferred Stock to receive interest the dividend due on such shares of Convertible Preferred Stock on the relevant Interest Payment Datecorresponding dividend payment date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each if such redemption; provided further that each such redemption occurs within 180 days of the dividend payment date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given is prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (ddate set for redemption) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount a percentage of the Notes Liquidation Price) set forth below (each a "Redemption Price"): Year Redemption Price ---- ---------------- 2003 105% 2004 104% 2005 103% 2006 102% 2007 101% 2008 and thereafter 100% provided that the Corporation shall not be entitled to redeem Convertible Preferred Stock in accordance with this subparagraph (b) unless the closing sales price for shares of Common Stock on the NYSE for the 30 consecutive trading days immediately preceding the date of the Notice shall be at least 350% of the current Conversion Price on or prior to June 30, 2004 and at least 150% of the current Conversion Price thereafter. In case of the redemption of less than all of the then outstanding Convertible Preferred Stock, the Corporation shall select the shares of Convertible Preferred Stock to be redeemed in accordance with any method permitted by the national securities exchange on which the Convertible Preferred Stock is then listed, or if not so listed, the Corporation shall designate by lot, or in such other manner as the Board of Directors may determine, the shares to be redeemed) , or shall effect such redemption pro rata. Notwithstanding the foregoing, the Corporation shall not redeem less than all of the Convertible Preferred Stock at any time outstanding until all dividends accrued to such payment date upon all Convertible Preferred Stock then outstanding shall have been paid. The Notice shall be given by first class mail, postage prepaid, to each Holder of record of the Convertible Preferred Stock to be redeemed, at such Holder's address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price, the then current Conversion Price, the place or places of payment and conversion and that payment or conversion will be made upon presentation of and surrender of the certificates evidencing the shares of Convertible Preferred Stock to be redeemed or converted, and that the Convertible Preferred Stock may be converted at any time before the close of business on such date fixed for redemption. Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the Holder of the Convertible Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to a Holder of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any shares of Convertible Preferred Stock owned by other Holders to whom such notice was duly given. On or after the date fixed for redemption as stated in such Notice, each Holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued without cost to the Holder thereof representing the unredeemed shares. If such Notice shall have been so mailed and if, on or prior to the redemption date specified in such notice, all funds necessary for such redemption shall have been set forth belowaside by the Corporation, plus separate and apart from its other funds, in trust for the account of the holders of the shares so to be redeemed (as to be and continue to be available therefor), then on and after the redemption date, notwithstanding that any certificate for shares of the Convertible Preferred Stock so called for redemption shall not have been surrendered for cancellation, all shares of the Convertible Preferred Stock with respect to which such notice shall have been mailed and such funds shall have been set aside shall be deemed to be no longer outstanding and all rights with respect to such shares of the Convertible Preferred Stock so called for redemption shall forthwith cease and terminate, except the right of the Holders to receive out of the funds so set aside in trust the amount payable on the redemption thereof (including an amount equal to accrued and unpaid interest, if any, dividends to the redemption date) without interest thereon. The Holder of any shares of Convertible Preferred Stock redeemed upon any exercise of the Corporation's redemption right under this Section 5(b) shall not be entitled to receive payment of the Redemption Date, Price for such shares until such Holder shall cause to be delivered to the place specified in the Notice (i) the certificate(s) representing such shares of Convertible Preferred Stock redeemed and (ii) transfer instrument(s) satisfactory to the Corporation and sufficient to transfer such shares of Convertible Preferred Stock to the Corporation free of any adverse interests; provided that the foregoing is subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each other provisions of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions Corporation's Articles of Sections 3.01 through 3.06 of the IndentureIncorporation governing lost certificates generally.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofNot more than once in any twelve-month period, the Issuer shall be entitled to redeem Notes will at a Redemption Price of 103% of the principal amount thereof, plus accrued and unpaid interest, to the Redemption Date; provided that the aggregate principal amount of Notes redeemed in aggregate pursuant to this Section 5(a) shall not be redeemable at the Issuer’s optionexceed $75.0 million. (b) At any time prior to May 15June 1, 20162011, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes shall be entitled on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions to redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (which includes any Additional Notes) at a redemption price equal to 105.000Redemption Price of 110.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if anyinterest thereon, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsDesignated Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (which includes any Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) such redemption occurs within 180 90 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Designated Offering. (dc) On and or after May 15June 1, 20162011, the Issuer may shall be entitled to redeem all or part of the Notes, in whole or in part at the redemption prices Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, below plus accrued and unpaid interest, if anyinterest thereon, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each June 1 of the years indicated below: 2016 103.750 2011 105.000% 2017 102.500 2012 102.500% 2018 101.250 % 2019 and thereafter 100.000 2013 100.000% (ed) Any redemption pursuant In addition, at any time and from time to this paragraph 5 shall be made pursuant time prior to June 1, 2011, the provisions of Sections 3.01 through 3.06 Company may redeem all or any portion of the IndentureNotes outstanding at a redemption price equal to (a) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to such redemption date, plus (b) the Make Whole Amount.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth below, the Notes Issuer will not be redeemable entitled to redeem Notes at the Issuer’s optionits option prior to February 15, 2015. (b) At any time prior to May February 15, 20162015, the Issuer may redeem all the Notes, in whole or a part in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of the each Holder of Notes to be redeemed or otherwise delivered in accordance with procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofPremium, and plus accrued and unpaid interestinterest (including Additional Interest, if any, ) to the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May From and after February 15, 20162015, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder of Notes to be redeemed or otherwise delivered in accordance with the procedures of DTC, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest (including Additional Interest, if any) to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below: Year Percentage 2015 103.438 % 2016 101.719 % 2017 100.000 % (d) Prior to February 15, 2015, the Issuer may, at its option, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of all Notes at a redemption price equal to 105.000106.875% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest (including Additional Interest, if any, ) to the Redemption Date, subject to the right of Holders of Notes to be redeemed of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of Initial Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (de) On and after May 15, 2016If the Issuer redeems less than all of the outstanding Notes, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of Trustee shall select the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to redeemed in the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each manner described under Section 3.02 of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %Indenture. (ef) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May January 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 20162023, the Issuer may, at its option, on one or more occasions redeem up to 35% all or a part of the aggregate principal amount of Notes Notes, upon notice as described under Section 3.03 hereof, at a redemption price (as calculated by the Issuer) equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereofof the Notes redeemed, plus (ii) the Applicable Premium calculated as of the date the notice of redemption is given plus (iii) accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to January 15, 2023, the Issuer may, at its option and on one or more occasions, redeem, upon notice as described under Section 3.03 hereof, up to 40.0% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 105.750% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of less underwriting fees from one or more Equity OfferingsOfferings to the extent such cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that provided, (A) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date (and excluding any Additional Notes issued under the this Indenture after the Issue Date Date) remains outstanding immediately after the occurrence of each such redemptionredemption (except to the extent otherwise repurchased or redeemed (or to be repurchased or redeemed) in accordance with the terms of this Indenture); provided further (B) that for purposes of calculating the principal amount of the Notes able to be redeemed with such cash proceeds of such Equity Offering or Equity Offerings, such amount shall include the principal amount of the Notes to be redeemed plus the premium on such Notes to be redeemed; and (C) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice Offering or contribution. (c) In connection with any tender offer or other offer to purchase the Notes (including a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such offer and the Issuer, or any redemption third party making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders will be deemed to have consented to such tender offer or other offer to purchase and, accordingly, the Issuer or such third party will have the right upon any Equity Offering notice, given not more than 90 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer or other offer to purchase (which may be given prior less than par and shall exclude any early tender premium and any accrued and unpaid interest paid to any Holder in such offer payment), plus, to the redemption thereofextent not included in the offer payment, accrued and any such redemption or notice mayunpaid interest, at the Issuer’s discretionif any, be subject to one or more conditions precedentthereon, includingto, but not limited toexcluding, completion of the related Equity OfferingRedemption Date. (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to January 15, 2023. (e) On and after May January 15, 20162023, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May January 15 of each of the years indicated below: 2016 103.750 2023 102.875 % 2017 102.500 2024 101.438 % 2018 101.250 % 2019 2025 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (g) In addition to any redemption pursuant to this Section 3.07, the Issuer or its Affiliates may at any time and from time to time acquire Notes by means other than a redemption or offer to purchase, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be.

Optional Redemption. (a) Except as described below under clauses 5(b)On or after November 1, 5(c) and 5(d) hereof2010, the Notes Company will not be redeemable at have the Issuer’s option. (b) At any time prior option to May 15, 2016, the Issuer may redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2010 104.625 % 2011 102.313 % 2012 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. At any time prior to November 1, 2010, the Company may also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Liquidated Damages, if any, to the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (cb) Until May 15Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, 2016at any time prior to November 1, 2009, the Issuer may, at its option, Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of issued under the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, Indenture with the net cash proceeds received of one or more sales of Equity OfferingsInterests (other than Disqualified Stock) of the Company or contributions to the Company’s common equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that at least 5065% of the sum of the in aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after (excluding Notes held by the Issue Date Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further redemption and that each such redemption occurs within 180 90 days of the date of the closing of each such sale of Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingInterests. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (aExcept pursuant to Sections 3.07(b) Except as described below under clauses 5(b), 5(cthrough Section 3.07(e) and 5(d4.15(f) hereofof the Indenture, the Notes will not be optionally redeemable at by the Issuer’s option; provided, however, the Issuer may acquire the Notes by means other than an optional redemption. (ba) At any time and from time to time prior to May 15September 1, 20162025, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofPremium, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant related Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering). (db) On At any time and from time to time on or after May 15September 1, 20162025, the Issuer may redeem the Notes, in whole or in part part, at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant related Interest Payment Date): 2025 102.938% 2026 101.469% 2027 and thereafter 100.000% (c) At any time and from time to time prior to September 1, 2025, the Issuer may redeem up to 40% of the principal amount of the outstanding Notes (including Additional ________________________________ 5 To be used for Initial Notes; to be revised to refer to “one of the Additional Notes” in the case of any Additional Notes Notes, if redeemed during any) with the twelve-month period beginning net cash proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) of 105.875%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date; provided that (i) at least 60% of the aggregate principal amount of Notes issued on May 15 the Issue Date and any Additional Notes originally issued under the Indenture after the Issue Date remains outstanding immediately after each such redemption, and (ii) notice of any such redemption is given to the Holders within 90 days of the closing of each such Equity Offering. (d) The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 10 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 of the years indicated below: 2016 103.750 Indenture), at a redemption price equal to 100% 2017 102.500 % 2018 101.250 % 2019 of the principal amount thereof, plus accrued and thereafter 100.000 %unpaid interest thereon, if any, to, but excluding, the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Issuer determines in good faith that the Issuer or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), which the Issuer or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder). Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes and the Issuer is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given (i) earlier than 90 days prior to the earliest date on which the Issuer or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Note Guarantee, as the case may be, were then due and (ii) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. (e) Any Notices of optional redemption pursuant will be given at least 10 but not more than 30 days before the redemption date to this paragraph 5 shall each Holder of Notes to be made pursuant redeemed in accordance with Section 12.02 of the Indenture, except that redemption notices may be given more than 30 days prior to a redemption date if the provisions notice is issued in connection with a defeasance of Sections 3.01 through 3.06 the Notes or a satisfaction and discharge of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b)Prior to January 15, 5(c) and 5(d) hereof2004, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its optionredeem, on any one or more occasions redeem occasions, with the net cash proceeds of one or more public offerings of the common equity of the Parent (a "Public Equity Offering") (within 60 days of the consummation of any such Public Equity Offering), up to 35% of the aggregate principal amount of the Notes originally issued at a redemption price equal to 105.000109% of the aggregate principal amount thereof, of such Notes plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to the Redemption Dateredemption date; provided, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Datehowever, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each any such redemption; provided further that each such . OFFERS TO PURCHASE. Subject to the Company's obligation to make an offer to purchase Notes in connection with Asset Sales and a Change of Control (as described in the Indenture), the Issuers have no mandatory redemption occurs within 180 days of or sinking fund obligations with respect to the date of closing of each such Equity OfferingNotes. Notice of any such offer to purchase will be given as provided in the Indenture. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below and taking certain other actions, all as set forth in the Indenture. NOTICE OF REDEMPTION. Notice of redemption upon any Equity Offering will be mailed, by first class mail, at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be given prior to the redemption thereofredeemed in part but only in whole multiples of $1,000, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion unless all of the related Equity Offering. (d) Notes held by a Holder are to be redeemed. On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the date interest ceases to accrue on Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indentureor portions thereof called for redemption.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofin this Section 3.07, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to September 15, 2012. (b) At any time prior to May September 15, 20162012, the Issuer Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 105.000106.750% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, date of redemption (subject to the right rights of the Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds received of one or more an Equity OfferingsOffering by the Company; provided that that: (1) at least 50% of the sum of the original aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Indenture Company and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May At any time prior to September 15, 20162012, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) At any time prior to September 15, 2014, the Company may redeem a portion of the Notes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that in whole no event may the Company redeem more than 10% of the original aggregate principal amount of the Notes during any period of twelve consecutive months. (e) On or in after September 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, subject to the provisions of Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount on the date of the Notes to be redeemed) set forth belowredemption), plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve12-month period beginning on May September 15 of each of the years indicated set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 103.750 Period Percentage 2012 105.063 % 2017 102.500 2013 103.375 % 2018 101.250 % 2019 2014 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to August 15, 2022. (b) At any time prior to May August 15, 20162022, the Issuer Issuers may redeem all or a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May August 15, 20162022, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May August 15, 20162022, the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May August 15 of each of the years indicated below: 2016 103.750 2022 102.500% 2017 102.500 2023 101.250% 2018 101.250 % 2019 2024 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofin this Section 3.07, the Notes will not be redeemable at the IssuerCompany’s optionoption prior to February 1, 2012. (b) At any time prior to May 15February 1, 20162012, the Issuer Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 105.000112.000% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, date of redemption (subject to the right rights of the Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with the net cash proceeds received of one or more an Equity OfferingsOffering by the Company; provided that that: (1) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture (excluding Notes held by Parent and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of . (c) At any redemption upon any Equity Offering may be given time prior to February 1, 2012, the redemption thereof, and Company may on any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion occasions redeem all or a part of the related Equity OfferingNotes, subject to the provisions of Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) On and or after May 15February 1, 20162012, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part subject to the provisions of Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount on the date of the Notes to be redeemed) set forth belowredemption), plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve12-month period beginning on May 15 of each February 1 of the years indicated set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 103.750 Period Percentage 2012 109.000 % 2017 102.500 % 2018 101.250 % 2019 2013 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15June 1, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 20162028, the Issuer may, at its option, on one or more occasions redeem up to 35% all or a part of the aggregate principal amount of Notes Notes, upon notice as set forth in Section 3.03 hereof at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereofof Notes redeemed, plus (ii) the Applicable Premium as of the Redemption Date plus (iii) accrued and unpaid interest, if any, to on the Notes being redeemed to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with an Equity Offering, the completion of the related such Equity Offering. (b) At any time prior to June 1, 2028, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date), with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to the sum of (i) 106.250% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, further, that an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any Restricted Subsidiary. (c) Except pursuant to clause (a), (b) or (e) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to June 1, 2028. (d) On and after May 15June 1, 20162028, the Issuer may may, at its option, redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 hereof at the applicable redemption prices price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 June 1 of each of the years indicated below: 2016 103.750 2028 103.125 % 2017 102.500 2029 101.563 % 2018 101.250 % 2019 2030 and thereafter 100.000 % (e) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to (x) in the case of a Change of Control Offer, 101.0% of the principal amount thereof and (y) in the case of any other tender offer, the price offered to Holders in such other tender offer, plus, in the case of each of clauses (x) and (y), to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date). (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of hereof. (g) In addition to any redemption pursuant to this Section 3.07, the IndentureIssuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions or pursuant to one or more tender offers or otherwise, upon such terms and conditions and at such prices or other consideration as the Issuer or any such Affiliate may determine.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to July 15, 5(c) and 5(d) hereof2016, the Issuer may, on one or more occasions redeem, during each 12-month period commencing with the Issue Date, up to 10% of the then outstanding aggregate principal amount of the Fixed Rate Euro Notes will and up to 10% of the then-outstanding aggregate principal amount of the Fixed Rate Dollar Notes, upon not be redeemable less than 10 nor more than 60 days’ prior written notice to the holders, at a redemption price equal to 103% of the Issuer’s optionprincipal amount of Fixed Rate Euro Notes and/or Fixed Rate Dollar Notes redeemed, as applicable, plus accrued and unpaid interest and Additional Amounts, if any, on the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes redeemed, as applicable, to the applicable date of redemption, subject to the rights of holders of the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as applicable, on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time prior to May 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May July 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Fixed Rate Notes (including any Additional Fixed Rate Notes) issued under this Indenture at a redemption price of 104.000% of the principal amount for Fixed Rate Euro Notes and at a redemption price of 104.750% of the principal amount for Fixed Rate Dollar Notes, plus accrued and unpaid interest and Additional Amounts (if any) then due to the redemption date, with the net cash proceeds of any Equity Offering of common stock or ordinary shares of (1) Wind or (2) any Parent Holdco of Wind to the extent the proceeds from such Equity Offering are contributed to Wind’s common equity capital or are paid to Wind as consideration for the issuance of common stock or ordinary shares of Wind or as Subordinated Shareholder Debt; provided that: (i) at least 65% of the aggregate principal amount of the Fixed Rate Euro Notes and at least 65% of the aggregate principal amount of the Fixed Rate Dollar Notes originally issued under this Indenture (excluding Fixed Rate Notes held by the Issuer, Wind and their respective Affiliates) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 120 days of the date of the closing of the relevant Equity Offering. (c) At any time prior to July 15, 2016, the Issuer may at its option also redeem all or a part of the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as the case may be, upon not less than 10 nor more than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 at a redemption price equal to 105.000100% of the aggregate principal amount thereofof Fixed Rate Notes redeemed plus the Applicable Premium (calculated as of a date no more than three Business Days prior to the date of the relevant redemption notice) as of, plus and accrued and unpaid interestinterest and Additional Amounts, if any, to the Redemption Date, date of redemption (subject to the right rights of Holders of record the Fixed Rate Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date). (d) Except pursuant to subsections (a) and (b) of this Section 3.07 or as set forth in Section 3.08, with the net cash proceeds received Notes will not be redeemable at the Issuer’s option prior to July 15, 2016. On or after July 15, 2016, the Issuer may at its option redeem all or a part of one the Fixed Rate Euro Notes and/or the Fixed Rate Dollar Notes, as the case may be, upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and all Additional Amounts (if any) then due on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 102.000 % 102.375 % 2017 101.000 % 101.188 % 2018 and thereafter 100.000 % 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Fixed Rate Notes or portions thereof called for redemption on the applicable redemption date. (f) At any time prior to July 15, 2015, the Issuer may at its option also redeem all or a part of the Floating Rate Notes upon not less than 10 nor more Equity Offerings; provided that than 60 days’ notice, pursuant to Section 3.03 and Section 14.01 at least 50a redemption price equal to 100% of the sum of the aggregate principal amount of Floating Rate Notes originally issued under redeemed plus the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence Applicable Floating Rate Note Premium (calculated as of each such redemption; provided further that each such redemption occurs within 180 days of a date no more than three Business Days prior to the date of closing the relevant redemption notice) as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of each such Equity Offering. Notice redemption, subject to the rights of any redemption upon any Equity Offering may Holders of the Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date. (g) Except pursuant to subsection (f) of this Section 3.07, the Floating Rate Notes will not be given redeemable at the Issuer’s option prior to July 15, 2015. On or after July 15, 2015, the Issuer may at its option redeem all or a part of the Floating Rate Notes upon not less than 10 nor more than 60 days’ notice, delivered to each Holder pursuant to Section 3.03 and Section 14.01 at the redemption thereofprices (expressed as percentages of principal amount) set forth below, plus accrued and any such unpaid interest and all Additional Amounts (if any) then due on the Floating Rate Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2015 and thereafter 100.000 % (h) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Floating Rate Notes or portions thereof called for redemption on the applicable redemption date. (i) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06. (j) Any redemption and notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described set forth below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Fixed Rate Notes will not be redeemable at the IssuerIssuers’s optionoption before December 1, 2009. (b) At any time prior to May 15December 1, 20162009, the Issuer Issuers may redeem all or a part of the Notes Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15December 1, 20162008, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Fixed Rate Notes at a redemption price equal to 105.000110.125% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Fixed Rate Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of one or more Equity OfferingsOfferings and redeem up to 35% of the aggregate principal amount of the Fixed Rate Notes at a redemption price equal to 110.125% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided provided, however, that at least 50% of the sum of the aggregate principal amount of Fixed Rate Notes originally issued under the Indenture and any Additional Notes that are Fixed Rate Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further further, however, that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingOffering or Designated Asset Sale. (d) On and after May 15December 1, 20162009, the Issuer Issuers may redeem the Fixed Rate Notes, in whole or in part part, upon notice as set forth in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 December 1 of each of the years indicated below: 2016 103.750 2009 105.063% 2017 102.500 2010 102.531% 2018 101.250 % 2019 2011 and thereafter 100.000 100.00% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(e) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to December 15, 2019. (b) At any time prior to May December 15, 2016, 2019 the Issuer Issuers may redeem all or a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May December 15, 20162019, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000107.125% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the IssuerUniti’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162019, the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May April 15 of each of the years indicated below: 2016 103.750 2019 105.344 % 2017 102.500 2020 103.563 % 2018 101.250 2021 101.781 % 2019 2022 and thereafter 100.000 % (e) In the event Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers as described above) purchases all of the Notes tendered by such Holders, the Issuers (or any such third party) will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(cset forth in subparagraphs (b) and 5(d(c) hereofbelow, the Dollar Notes will shall not be redeemable at the Issuer’s option. (b) At Company's option prior to December 15, 2004. Thereafter, the Dollar Notes shall be subject to redemption at any time prior to May 15, 2016, at the Issuer may redeem all or a part option of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofCompany, and accrued and unpaid interestin whole or in part, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer mayupon not less than 30 nor more than 60 days' notice, at its option, on one or more occasions redeem up to 35% the redemption prices (expressed as percentages of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofamount) set forth below, plus accrued and unpaid interest, if any, interest thereon to the Redemption Date, applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with if redeemed during the net cash proceeds received twelve-month period beginning on December 15 of the years indicated below: PERCENTAGE OF PRINCIPAL YEAR AMOUNT 2004 % 2005 % 2006 % 2007 and thereafter % (b) Notwithstanding the foregoing, at any time prior to December 15, 2002, the Company may, on any one or more Equity Offerings; provided that at least 50occasions, redeem up to 35% of the sum of the aggregate principal amount of each of the Dollar Notes and the Euro Notes (determined separately) originally issued under pursuant to the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence at a redemption price of each such redemption; provided further that each such redemption occurs within 180 days [ ]% of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth belowDollar Notes, plus accrued and unpaid interest, if any, interest thereon to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during with the twelve-month period beginning on May 15 Net Cash Proceeds received from any Public Equity Offering made by the Company resulting in gross proceeds to the Company of each at least $100 million; PROVIDED that at least 65% of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 aggregate principal amount of the Dollar Notes and thereafter 100.000 %the Euro Notes (determined separately) originally issued pursuant to the Indenture remain outstanding immediately after the occurrence of any such redemption. The Company may make any such redemption upon not less than 30 nor more than 60 days' notice (but in no event more than 90 days after the closing of the related Public Equity Offering). (ec) Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15December 1, 20162012, the Issuer may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice delivered electronically or by first-class mail, with a copy to the Trustee, to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and plus accrued and unpaid interestinterest thereon to, if any, to the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15December 1, 20162012, the Issuer may, at its option, on one or more occasions may redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 105.000113.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of by it from one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any such Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to December 1, 2012. (d) On and after May 15December 1, 20162012, the Issuer may redeem the Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice delivered electronically or by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 December 1 of each of the years indicated below: 2016 103.750 Year Percentage 2012 110.00 % 2017 102.500 2013 106.75 % 2018 101.250 2014 104.50 % 2019 and thereafter 100.000 2015 102.250 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In addition, each redemption pursuant to this Section 3.07 shall relate to an aggregate principal amount of Notes of at least the lesser of (a) $5.0 million and (b) the remaining outstanding principal amount of the IndentureNotes.

Optional Redemption. (a) Except as described below under clauses 5(b(b), 5(c(c) and 5(d(d) hereofbelow, the Notes will not be redeemable at the Issuer’s optionIssuers’ option before the maturity date of the Notes. (b) At any time and from time to time prior to May January 15, 20162024, the Issuer Issuers may redeem all or a part of the Notes at a redemption price price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if anybut not including, to the applicable date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) Until May On or after January 15, 20162024, the Issuer mayIssuers may redeem the Notes at their option, in whole at any time or in part from time to time, at its option, on one or more occasions redeem up to 35% the following redemption prices (expressed as a percentage of the aggregate principal amount of the Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofbe redeemed), plus accrued and unpaid interestinterest to, but not including, the applicable redemption date (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if anyredeemed during the 12-month period commencing on January 15 of the years set forth in the table below: 2024 102.875% 2025 101.438% 2026 and thereafter 100.000% (d) Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2024, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the Redemption Dateextent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.750%, plus accrued and unpaid interest to, but not including, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, with the net cash proceeds received of one or more Equity Offerings; provided however, that at least 50% of the sum of the original aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes (calculated after giving effect to be redeemedany issuance of Additional Notes) remains outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of in the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May August 15, 20162012, the Issuer Issuers may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May At any time on or prior to August 15, 20162012, the Issuer may, at its option, Issuers may on any one or more occasions redeem up to 35% Notes with the net cash proceeds of the aggregate principal amount of Notes one or more Equity Offerings, at a redemption price equal to 105.000of 114% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the Redemption Date, subject to the right rights of the Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under (less the Indenture and any Additional aggregate principal amount of Notes issued under the Indenture after the Issue Date repurchased pursuant to an ATA Distribution Offer or a Semi-Annual Offer) remains outstanding immediately after the occurrence of each such redemption; provided further that each following such redemption occurs (excluding Notes held by Parent or any of its Subsidiaries); and provided further, that such redemption shall occur within 180 60 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (dc) On and after May 15, 2016, the Issuer may redeem the NotesThe Notes will be redeemable, in whole or in part on any one or more occasions, at the option of the Issuers, on or after August 15, 2012, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemedthereof) set forth below, below plus accrued and unpaid interestinterest thereon, if any, to the applicable Redemption Date, subject to the right rights of the Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during on or after the twelve-month period beginning on May 15 of each of the years indicated date below: 2016 103.750 August 15, 2012 110.500 % 2017 102.500 % 2018 101.250 % 2019 and thereafter August 15, 2013 100.000 % (ed) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May March 15, 20162014, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May March 15, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000110.125% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May March 15, 20162014, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May September 15 of each of the years indicated below: 2014 105.063 % 2015 102.531 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes will not be redeemable at the Issuer’s optionIssuers’ option before September 15, 2026. (b) At any time prior to May September 15, 20162026, the Issuer Issuers may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice mailed by first-class mail or otherwise delivered to the registered address of each Holder of Notes or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May September 15, 20162026, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000107.875% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with an amount equal to the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each . Any such redemption occurs within 180 will be required to occur on or prior to 120 days after our receipt of the date net cash proceeds of closing of each such Equity Offering. Notice Offering and upon not less than 10 nor more than 60 days’ notice mailed to each Holder of any redemption upon any Equity Offering may Notes to be given prior to the redemption redeemed at such Holder’s address appearing in our security register, in principal amounts of $2,000 or an integral multiple of $1,000 in excess thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May September 15, 20162026, the Issuer Issuers may redeem the Notes, in whole or in part part, upon not less than 10 days prior written notice to the Registrar and not less than 10 nor more than 60 days’ prior notice by first-class mail, postage prepaid, or other delivery with a copy to the Trustee, the Registrar and the Paying Agent, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve12-month period beginning on May September 15 of each of in the years indicated below: 2016 103.750 2026 103.938% 2017 102.500 2027 101.969% 2018 101.250 % 2019 2028 and thereafter 100.000 100.000% (e) Any notice of redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.07 of the Indenture.

Optional Redemption. (a) Except as described below At any time prior to May 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under clauses 5(bthe Indenture at a redemption price equal to 105.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date), 5(cwith an amount of cash not greater than the net proceeds of one or more Equity Offerings by the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and 5(dits Subsidiaries) hereof, remains outstanding immediately after the Notes will not be redeemable at occurrence of such redemption; and (ii) the Issuer’s optionredemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 151, 20162018, the Issuer Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, to the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016Except pursuant to the preceding paragraphs, the Issuer may, Notes will not be redeemable at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given Company’s option prior to the redemption thereofMay 1, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2018. (d) On and or after May 151, 20162018, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on May 15 of each 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: 2016 103.750 % 2017 Year Percentage 2018 102.500 % 2018 101.250 2019 101.667 % 2019 2020 100.833 % 2021 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to % Unless the provisions of Sections 3.01 through 3.06 Company defaults in the payment of the Indentureredemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time and from time to time prior to May January 15, 2016, the Issuer may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder (or electronically transmitted) or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption redemption, (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (cb) Until May At any time and from time to time on or prior to January 15, 2016, 2015 the Issuer may, at its option, on one or more occasions may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price equal to 105.000% (expressed as a percentage of the aggregate principal amount thereof) of 107.625%, plus accrued and unpaid interest, if any, interest to the Redemption Date, date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, with the net cash proceeds received of one or more Equity Offerings; provided however, that at least 50% of the sum of the original aggregate principal amount of the Notes originally issued under the Indenture and (calculated after giving effect to any issuance of Additional Notes issued under the Indenture Notes) remain outstanding after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs shall occur within 180 90 days of after the date of closing of each on which any such Equity OfferingOffering is consummated upon not less than 30 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. Notice of any redemption upon any Equity Offering may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clauses (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to January 15, 2016. (d) On and or after May January 15, 2016, the Issuer may redeem the NotesNotes at its option, in whole at any time or in part from time to time, upon notice pursuant to Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the Redemption Dateapplicable date of redemption, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-twelve month period beginning on May January 15 of each of the years indicated below: Period Redemption price 2016 103.750 103.81% 2017 102.500 101.91% 2018 101.250 % 2019 and thereafter 100.000 100.00% (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b1) At any time prior to May 15March 24, 20162028, the Issuer may Corporation may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the First Supplemental Indenture, at a Redemption Price of 5.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of one or more Equity Offerings, provided that, for purposes of calculating the principal amount of the Notes able to be redeemed with such cash proceeds of such Equity Offering or Equity Offerings, as applicable, such amount shall include only the principal amount of the Notes to be redeemed plus the premium on such Notes to be redeemed, provided further that: (A) at least 65% of the aggregate principal amount of Notes (including Additional Notes) issued under the First Supplemental Indenture remains Outstanding immediately after the occurrence of such redemption (excluding Notes held by the Corporation and its Subsidiaries); and (B) the Redemption Date occurs within 180 days of the date of the closing of such Equity Offering. (2) At any time prior to March 24, 2028, the Corporation may, at its option, on one or more occasions, redeem all or a part of the Notes at a redemption price Redemption Price equal to 100the sum of: (A) 100.0% of the principal amount of the Notes redeemed plus to be redeemed; and (B) the Applicable Make Whole Premium as ofof the applicable Redemption Date, and plus accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “applicable Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c3) Until May 15On and after March 24, 20162028, the Issuer Corporation may, at its option, on one or more occasions occasions, redeem up to 35% all or a part of the aggregate principal amount of Notes at a redemption price equal to 105.000% the Redemption Prices (expressed as percentages of the aggregate principal amount thereofamount) set forth below, plus accrued and unpaid interest, if any, on the Notes to be redeemed to, but excluding, the applicable Redemption Date (subject to the rights of Holders of Notes on the relevant record date to receive interest on an Interest Payment Date that is on or prior to the Redemption Date), subject to if redeemed during the right of Holders of record twelve-month period beginning on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% March 24 of the sum years indicated below: 2028 102.813% 2029 101.406% 2030 and thereafter 100.000% (4) For greater certainty and without limiting the generality of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice Section 11.4, notice of any redemption upon any Equity Offering may be given prior pursuant to the redemption thereof, and any such redemption or notice this Section 11.8 may, at the IssuerCorporation’s discretion, be subject to one or more conditions precedent, including, but not limited to, : (A) the completion of one or more Equity Offerings or other securities offerings or other financings or the completion of any transaction (or series of related Equity Offeringtransactions) that constitute a Change of Control; and (B) any other instructions, as determined by the Corporation, that a Holder of Notes must follow. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e5) Any redemption pursuant to this paragraph 5 Section 11.8 shall be made pursuant to the provisions of Sections 3.01 11.2 through 3.06 of the Indenture11.6.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15September 30, 20162022, the Issuer may redeem all or a part of the Notes Notes, upon notice as described in Section 1105 of the Indenture, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15September 30, 20162022, the Issuer may redeem the Notes, in whole or in part part, upon notice as described in Section 1105 of the Indenture, at the redemption prices Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 September 30 of each of the years indicated below: 2016 103.750 2022 102.500% 2017 102.500 2023 101.250% 2018 101.250 % 2019 2024 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to 100.000% In addition, until September 30, 2022, the provisions of Sections 3.01 through 3.06 Issuer may, at its option, upon notice as described in Section 1105 of the Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May March 15, 20162013, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes redeemed thereof, plus (ii) the Applicable Premium as ofof the date of redemption, and plus (iii) accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (b) On or after March 15, 2013, the Issuers may redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on March 15, of the years indicated below: 2013 105.125 % 2014 102.563 % 2015 and thereafter 100.000 % (c) Until May At any time prior March 15, 20162013, the Issuer may, at its option, on one or more occasions Issuers may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price equal to 105.000of 110.25% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the Redemption Dateredemption date, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50(i) 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (including any Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs (excluding Notes held by the Issuers or their Affiliates) and (ii) the redemption must occur within 180 90 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016If less than all of the Notes are to be redeemed, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of Trustee shall select the Notes to be redeemed) set forth below, plus accrued and unpaid interestredeemed in compliance with the requirements of the principal national security exchange, if any, to on which the Redemption DateNotes are listed, subject to or if the right Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be redeemed only in integral multiples of Holders $1,000 and no Note with a principal amount of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if less than $2,000 will be redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %in part. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant In addition to the provisions of Sections 3.01 through 3.06 of Issuers’ rights to redeem the Indenture.Notes as set forth above, the Issuers may purchase Notes in open-market transactions, tender offers or otherwise

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 2016, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the applicable date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15Prior to April 1, 20162014, the Issuer may, at its option, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 105.000111.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record of the Notes to be redeemed on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of the Initial Notes originally issued under the this Indenture and the original principal amount of any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2016. (d) On From and after May 15April 1, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of such Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, Date if redeemed during the twelve-month period beginning on May 15 April 1 of each of the years indicated below: Year Percentage 2016 103.750 105.750 % 2017 102.500 103.833 % 2018 101.250 101.917 % 2019 and thereafter 100.000 %% Notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to June 15, 5(c) and 5(d) hereof2024, the Issuers may redeem up to 40.0% of the aggregate principal amount of Notes will not be redeemable issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price of 107.000% of the Issuer’s optionprincipal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date, with the net cash proceeds of one or more Equity Offerings (in the case of an Equity Offering by a direct or indirect parent of the Company to the extent that such cash proceeds are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company); provided that: (1) at least 60.0% of the aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuers or their Affiliates); and (2) the redemption must occur within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to May June 15, 20162024, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed plus thereof, (ii) the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption and (iii) accrued and unpaid interest thereon to, but excluding, the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date. (c) Until May In addition, at any time on or after June 15, 20162024, the Issuer mayIssuers may redeem the Notes, in whole or in part, at its optionthe redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date, subject to the rights of Holders on one the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or more occasions redeem up to 35% on the Redemption Date, if redeemed during the 12-month period beginning on June 15 of the years indicated below: Period Redemption Price 2024 103.500% 2025 101.750% 2026 and thereafter 100.000% (d) At any time, in connection with any tender offer or other offer to purchase the Notes (including pursuant to an Offer to Purchase), if not less than 90.0% in aggregate principal amount of the outstanding Notes at a redemption price equal to 105.000% are purchased by the Issuers, or any third party purchasing or acquiring Notes in lieu of the aggregate principal amount thereofIssuers, all of the Holders will be deemed to have consented to such tender offer or other offer and, accordingly, the Issuers or such third party will have the right, upon notice as described below, to redeem the Notes that remain outstanding following such purchase at the price paid to Holders in such purchase (which may be less than par), plus accrued and unpaid interest, if any, to on such Notes to, but excluding, the Redemption Date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given falling prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to on the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior and from time to May time on and after October 15, 20162027 (the “First Call Date”), the Issuer may will be entitled at its option to redeem all or a part portion of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date) set forth below, plus accrued and unpaid interest, if any, to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve month period commencing on October 15 of the years set forth below: 2027 103.250% 2028 101.625% 2029 and thereafter 100.000% In addition, at any time and from time to time prior to the First Call Date, the Issuer will be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) issued at a redemption price (expressed as a percentage of principal amount) of 106.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with the Net Cash Proceeds from one or more Equity Offerings of the Issuer, Parent or any direct or indirect parent of Parent to the extent such Net Cash Proceeds are contributed to Parent or the Issuer or paid to Parent as consideration for the purchase of Parent’s Capital Stock from Parent; provided, however, that: (i) at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption (other than the Notes held, directly or indirectly, by the Issuer or its Affiliates); and (ii) each such redemption occurs within 180 days after the date of the related Equity Offering. Prior to the First Call Date, the Issuer will be entitled at its option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. ). In addition, in connection with any cash tender offer (c) Until May 15including a Change of Control Offer or an Excess Proceeds Offer), 2016, the Issuer may, at its option, on one or more occasions redeem up to 35if Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to such offer, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 105.000% of the aggregate principal amount thereofprice offered to the Holders in such offer (excluding any early tender premium or similar premium, if any) plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, date of redemption (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering). (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes will not be redeemable at the Issuer’s optionoption before December 1, 2013. (b) At any time prior to May 15December 1, 20162013, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, upon notice provided as described in paragraph 7 below, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15December 1, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 3540% of the aggregate principal amount of Notes (including the aggregate principal amount of Notes issued after the Issue Date), upon notice provided as described in paragraph 7 below, at a redemption price equal to 105.000109.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch redemption, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15December 1, 20162013, the Issuer may redeem the Notes, in whole or in part part, upon notice provided as described in paragraph 7 below, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 December 1 of each of the years indicated below: 2013 106.938 % 2014 104.625 % 2015 102.313 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 20162028, the Issuer may may, at its option, on one or more occasions redeem all or a part of the Notes Notes, upon notice as described in Section 3.03 hereof at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as of, and of the Redemption Date plus (iii) accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15At any time prior to August 1, 20162028, the Issuer may, at its option, option and on one or more occasions occasions, redeem up to 3540.0% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereof, plus (ii) a premium equal to the stated interest rate per annum on the Notes, plus (iii) accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, in an amount equal to or less than the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds received of one or more an Equity OfferingsOffering; provided provided, that (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains (excluding Notes held by the Issuer and any Affiliates of the Issuer) remain outstanding immediately after the occurrence of each such redemption; provided further that and (b) each such redemption occurs within 180 days of the date the Issuer received the proceeds of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may or contribution. (c) The Issuer will be given entitled, at its option, to redeem up to 10.0% of the original aggregate principal amount of the Notes issued under this Indenture at any time and from time to time during any twelve-month period ending on or prior to August 1, 2028 at a redemption price equal to 103.0% of the redemption thereofprincipal amount of the Notes, plus accrued and any such redemption or notice mayunpaid interest, at if any, to, but excluding, the Issuer’s discretionRedemption Date, be subject to one or more conditions precedent, including, but not limited to, completion the right of Holders of record on the related Equity Offeringrelevant record date to receive interest due on the relevant Interest Payment Date. (d) [Reserved]. (e) In connection with any Change of Control Offer, Asset Sale Offer or tender offer to, in each case, purchase the Notes, if Holders of not less than 90.0% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Asset Sale Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right, upon notice given not more than 60 days following such purchase date, to redeem all (but not less than all) Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Asset Sale Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date). (f) Except pursuant to clauses (a) through (e) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to August 1, 2028. (g) On and after May 15August 1, 20162028, the Issuer may at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of August 1 in each of the years indicated below: 2016 103.750 2028 103.438% 2017 102.500 2029 101.719% 2018 101.250 % 2019 2030 and thereafter 100.000 100.000% (eh) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (i) In addition to any redemption pursuant to this Section 3.07, the Issuer or any of its Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the Indentureopen market, through negotiated transactions, through other privately negotiated transactions or otherwise.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15April 1, 2016, 2018 the Issuer may redeem all or a part of the Notes Notes, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100100.0% of the principal amount of the such Notes being redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to to, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date. (c) Until May 15April 1, 20162018, the Issuer may, at its option, on one or more occasions redeem up to 3535.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date, with the net cash proceeds received of by the Issuer from one or more Equity Offerings; provided that (1) at least 5050.0% of the sum of the aggregate principal amount of the Initial Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15April 1, 20162018, the Issuer may redeem the Notes, in whole or in part part, upon notice as described under Section 3.02 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on May 15 April 1 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 104.500 % 2019 103.000 % 2020 101.500 % 2021 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May September 15, 20162020, the Issuer may may, at its option and on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium calculated as ofof date the notice of redemption is given, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, . Any notice of redemption made in connection with the net cash proceeds received of one a related transaction or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such event (including an Equity Offering. Notice , contribution, Change of any redemption upon any Equity Offering may Control, Asset Sale or other transaction) may, at the Issuer’s discretion, be given prior to the redemption completion or the occurrence thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, an Equity Offering, an incurrence of Indebtedness, a Change of Control or the completion or occurrence of any other transaction or event, as the case may be. (b) At any time prior to September 15, 2020, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the related aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 108.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity OfferingOfferings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided, (a) at least 50.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering or contribution. (c) In connection with any tender offer or other offer to purchase for all of the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all of the Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer or other offer, plus, to the extent not included in the tender offer, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. A Change of Control Offer and an Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture, Notes and/or Guarantees (but the Change of Control Offer or Asset Sale Offer, as applicable, may not condition tenders on the delivery of such consents). (d) Except pursuant to clause (a) or (b) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to September 15, 2020. (e) On and after May September 15, 20162020, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May September 15 of each of the years indicated below: 2016 103.750 2020 104.250 % 2017 102.500 2021 102.125 % 2018 101.250 % 2019 2022 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May November 15, 20162023, the Issuer Issuers may at their option on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to November 15, 2023, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuers) equal to the sum of (i) 104.625% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Prior to November 15, 2023, the Issuers may, at their option, redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during any twelve-month period beginning on the Issue Date at a redemption price of 103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, to but excluding the applicable Redemption Date (subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date). (e) Except pursuant to clause (a), (b), (c) or (d) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to November 15, 2023. (f) On and after May November 15, 20162023, the Issuer Issuers may at their option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-twelve month period beginning on May November 15 of in each of the years indicated below: 2016 103.750 2023 102.313 % 2017 102.500 2024 101.156 % 2018 101.250 % 2019 2025 and thereafter 100.000 % (eg) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the The 7-Year Sterling Notes will not may be redeemable redeemed in whole or in part at the Issuer’s option. (b) At Company's option at any time prior to May 15maturity, 2016upon not less than 30 nor more than 60 days' prior notice, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the then outstanding principal amount of the 7-Year Sterling Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject plus a premium equal to the rights excess of Holders (i) the present value at the time of redemption of the principal amount of the 7-Year Sterling Notes on being redeemed and any required interest payments due of the relevant Record Date 7-Year Sterling Notes being redeemed through Stated Maturity, computed using a discount rate equal to receive interest due on the relevant Interest Payment DateGilt Rate plus 50 basis points over (ii) the then outstanding principal amount of the 7-Year Sterling Notes being redeemed. (cb) Until May Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 15, 20162003, the Issuer may, at its option, Company may (but shall not have the obligation to) redeem on any one or more occasions redeem occasions, up to 35% of the aggregate principal amount of 7-Year Sterling Notes originally issued under the Indenture at a redemption price equal to 105.000110.375% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, with all or part of the net cash proceeds received of one or more Public Equity Offerings; provided provided, however, that at least 5065% of the sum of the in aggregate principal amount of 7-Year Sterling Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs (excluding for purposes of determining the 7-Year Sterling Notes that remain outstanding any 7-Year Sterling Notes held by the Company or any Subsidiary); and provided further, that such redemption shall occur within 180 60 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofNot more than once in any twelve-month period, the Issuer shall be entitled to redeem Notes will at a Redemption Price of 103% of the principal amount thereof, plus accrued and unpaid interest, to the Redemption Date; provided that the aggregate principal amount of Notes redeemed in aggregate pursuant to this Section 5(a) shall not be redeemable at the Issuer’s optionexceed $75.0 million. (b) At any time prior to May 15June 1, 20162011, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes shall be entitled on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions to redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (which includes any Additional Notes) at a redemption price equal to 105.000Redemption Price of 110.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if anyinterest thereon, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsDesignated Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (which includes any Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) such redemption occurs within 180 90 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Designated Offering. (dc) On and or after May 15June 1, 20162011, the Issuer may shall be entitled to redeem all or part of the Notes, in whole or in part at the redemption prices Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, below plus accrued and unpaid interest, if anyinterest thereon, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each June 1 of the years indicated below: 2016 103.750 Year Percentage 2011 105.000 % 2017 2012 102.500 % 2018 101.250 % 2019 and thereafter 2013 100.000 % (ed) Any redemption pursuant In addition, at any time and from time to this paragraph 5 shall be made pursuant time prior to June 1, 2011, the provisions of Sections 3.01 through 3.06 Company may redeem all or any portion of the IndentureNotes outstanding at a redemption price equal to (a) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to such redemption date, plus (b) the Make Whole Amount.

Optional Redemption. (a) Except as described below under clauses 5(b), ) or 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s optionoption before May 1, 2022. (b) At any time prior to May 151, 20162022, the Issuer may redeem all or a part of the Notes Notes, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to but not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until Prior to May 151, 20162022, the Issuer may, at its option, on one or more occasions redeem up to 3540% of the sum of the aggregate principal amount of all Notes issued under the Indenture at a redemption price equal to 105.000106.375% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but not including the applicable Redemption Date, subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings of the Issuer or any direct or indirect parent of the Issuer to the extent such net proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and or after May 151, 20162022, the Issuer may redeem the Notes, in whole or in part part, upon not less than 15 nor more than 15 days’ prior notice at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to but not including the applicable Redemption Date, subject to the right of Holders of record Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 1 of each of the years indicated below: 2016 103.750 2022 103.188 % 2017 102.500 2023 101.594 % 2018 101.250 % 2019 2024 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will shall not be redeemable at the Issuer’s option. (b) At any time prior to May 15June 1, 20162013, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the such Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to to, but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date. (dc) On and or after May 15June 1, 20162013, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 June 1 of each of the years indicated below: 2016 103.750 Year Percentage 2013 104.000 % 2017 102.500 2014 102.000 % 2018 101.250 % 2019 and thereafter 2015 100.000 % (d) Until June 1, 2013, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 111.50% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds from one or more Equity Offerings to the extent that such net cash proceeds are received by or contributed to the Issuer; provided that (i) at least 50.0% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transaction event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof. If any Notes are listed on an exchange, and the rules of such exchange so require, the Issuer shall notify the exchange of any such notice of redemption. In addition, the Issuer shall notify the exchange of the principal amount of any Notes outstanding following any partial redemption of Notes. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth in the following paragraph, the Notes will not be redeemable at the option of the Issuer prior to August 15, 2006. Thereafter, the Notes will be redeemable, at the Issuer’s 's option. (b) At , in whole or in part, at any time and from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to May 15each Holder's registered address, 2016, at the Issuer may redeem all or a part of the Notes at a following redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemed thereof), plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption Redemption Date (the “Redemption Date”), subject to the rights right of Holders of Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date.), if redeemed during the twelve-month period commencing on August 15 of the years set forth below: YEAR PERCENTAGE ---- ---------- 2006............................. 105.00% 2007............................. 102.50% (cb) Until May At any time, or from time to time, on or prior to August 15, 20162006, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture with the proceeds of one or more Qualified Equity Offerings (PROVIDED that if the Qualified Equity Offering is a sale of any Capital Stock (other than Disqualified Capital Stock) of Holdings or another issuer, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Issuer) at a redemption price equal to 105.000(expressed as a percentage of principal amount) of 110% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); PROVIDED, with the net cash proceeds received of one or more Equity Offerings; provided HOWEVER, that (i) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each any such redemption occurs within 180 (it being expressly agreed that for purposes of determining whether this condition is satisfied, Notes owned by the Issuer shall be deemed not to be outstanding) and (ii) such redemption is made not more than 90 days after the consummation of the date of closing of each such Qualified Equity Offering. Notice of At any redemption upon any Equity Offering may be given time on or prior to August 15, 2006, the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, Notes may also be subject to one or more conditions precedent, including, redeemed as a whole but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the option of the Issuer upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days' prior notice (exercisable no later than 30 days after such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption prices (expressed as percentages price equal to 100% of the principal amount of thereof plus the Notes to be redeemed) set forth belowApplicable Premium as of, plus and accrued and unpaid interest, if any, to to, the Redemption Date, Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture).

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) . At any time prior to May 15October 1, 20162015, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) . Until May 15October 1, 20162015, the Issuer may, at its option, on one or more occasions redeem up to 3540.0% of the aggregate principal amount of Notes at a redemption price equal to 105.000106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of by the Issuer from one or more Equity Offerings; provided that at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such . All redemption or notice notices may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the a related Equity Offering. (d) . On and after May 15October 1, 20162015, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, Date (subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, ) if redeemed during the twelve-month period beginning on May 15 October 1 of each of the years indicated below: 2015 103.250% 2016 103.750 101.625% 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) 100.000% Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the The Issuer may redeem all or a part any portion of the Notes Securities, on and after December 1, 2016, upon not less than 30 nor more than 60 days’ notice, at a the following redemption price equal to 100% prices (expressed as percentages of the principal amount amount) if redeemed during the twelve-month period commencing on December 1 of the Notes redeemed plus the Applicable Premium as ofyears set forth below, and plus, in each case, accrued and unpaid interest, if any, to the date of redemption (redemption: 2016 102.563 % 2017 101.281 % 2018 and thereafter 100.000 % At any time prior to December 1, 2016, the “Issuer may, on one or more occasions, redeem all or any portion of the Securities, upon not less than 30 nor more than 60 days’ notice, at a Redemption Date”)Price equal to 100% of the principal amount of the Securities redeemed, subject plus the Applicable Premium as of the date of redemption, including accrued and unpaid interest to the rights of Holders of Notes on the relevant Record Date redemption date. At any time, or from time to receive interest due on the relevant Interest Payment Date. (c) Until May 15time, 2016prior to December 1, 2015, the Issuer may, at its option, on use the Net Cash Proceeds of one or more occasions Equity Offerings to redeem up to 35% of the in aggregate principal amount of Notes all Securities issued under the Indenture (whether at the Issue Date or thereafter pursuant to an issuance of Additional Notes) at a redemption price Redemption Price equal to 105.000105.125% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to the Redemption Date; provided, subject to however, that after any such redemption the right aggregate principal amount of Holders of record the Securities outstanding (whether issued on the relevant Record Issue Date or thereafter pursuant to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received an issuance of one or more Equity Offerings; provided that Additional Notes) must equal at least 5065% of the sum of the aggregate principal amount of Notes originally all Securities issued under the Indenture and any Additional Notes (whether issued under the Indenture after on the Issue Date remains outstanding immediately or thereafter pursuant to an issuance of Additional Notes). In order to effect the foregoing redemption with the net cash proceeds of any Equity Offering, the Issuer shall make such redemption not more than 90 days after the occurrence consummation of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(e) hereof, the Notes Issuers will not be redeemable entitled to redeem the Notes at the Issuer’s optiontheir option prior to December 15, 2019. (b) At any time prior to May December 15, 2016, 2019 the Issuer Issuers may redeem all or a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofof the redemption date, and and, without duplication, accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May December 15, 20162019, the Issuer Issuers may, at its their option, upon notice as described in Section 3.03 of the Indenture, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.000107.125% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateapplicable redemption date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May December 15, 20162019, the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Dateapplicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May April 15 of each of the years indicated below: 2016 103.750 2019 105.344% 2017 102.500 2020 103.563% 2018 101.250 2021 101.781% 2019 2022 and thereafter 100.000 % (e) In the event Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers as described above) purchases all of the Notes tendered by such Holders, the Issuers (or any such third party) will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to such Change of Control Offer, to redeem all of such Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of purchase. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth below, the Notes Issuer will not be redeemable entitled to redeem the Notes at the Issuer’s optionits option prior to September 1, 2015. (b) At any time prior to May 15September 1, 20162015, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofPremium, and plus accrued and unpaid interestinterest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15Prior to September 1, 20162015, the Issuer may, at its option, on one or more occasions occasions, redeem up to 3540% of the aggregate principal amount of all Notes at a redemption price equal to 105.000109.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of Initial Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On From and after May 15September 1, 20162015, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, if redeemed during the 12-month period beginning on September 1 of the years indicated below, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below.: 2015 106.938 % 2016 103.750 104.625 % 2017 102.500 102.313 % 2018 101.250 % 2019 and thereafter 100.000 % (e) If the Issuer redeems less than all of the outstanding Notes, the Trustee shall select the Notes to be redeemed in the manner described under Section 3.02 of the Indenture. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses Sections 5(b), ) and 5(c) and 5(d) hereofbelow, the Notes will shall not be redeemable at the Issuer’s optionoption before July 15, 2015. (b) At any time prior to May July 15, 20162015, the Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15without duplication, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until July 15, 2015, the Issuer may, at its option, on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to 109.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5040.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May July 15, 20162015, the Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice provided as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May July 15 of each of the years indicated below: 2015 104.500 % 2016 103.750 103.000 % 2017 102.500 101.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption of Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), ) and 5(c) and 5(d) hereofof this Section 5, the Senior Toggle Notes will shall not be redeemable at the Issuer’s optionoption before August 1, 2012. (b) At any time prior to May 15August 1, 20162012, the Senior Toggle Notes may be redeemed or purchased (by the Issuer may redeem all or a part any other Person), in whole or in part, upon notice as provided in Section 3.03 of the Notes Indenture, at a redemption price equal to 100100.0% of the principal amount of the Senior Toggle Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, without duplication, accrued and unpaid interest to the Redemption Date, subject to the rights of Holders of Senior Toggle Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15August 1, 20162011, the Issuer may, at its option, on one or more occasions occasions, redeem up to 3540% of the then outstanding aggregate principal amount of Senior Toggle Notes (and any PIK Notes issued in respect thereof), upon notice as provided in Section 3.03 of the Indenture, at a redemption price equal to 105.000111.00% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of Senior Toggle Notes originally issued under the Indenture and any Additional Notes that are Senior Toggle Notes issued under the Indenture after the Issue Date (but excluding PIK Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofcompletion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15August 1, 20162012, the Senior Toggle Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Senior Toggle Notes to be redeemed) set forth below, below plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record of Senior Toggle Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2012 105.500 % 2017 102.500 2013 102.750 % 2018 101.250 % 2019 2014 and thereafter 100.000 % (e) Any redemption of the Senior Toggle Notes pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162020, the Issuer Issuers may at their option on one or more occasions redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, . Any notice of redemption made in connection with the net cash proceeds received of one a related transaction or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such event (including an Equity Offering. Notice , contribution, Change of any redemption upon any Equity Offering may Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the redemption completion or the occurrence thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related Equity Offeringtransaction or event, as the case may be. (db) On and after May At any time prior to April 15, 20162020, the Issuer may Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the Notes, in whole or in part at the redemption prices (expressed as percentages of aggregate principal amount of Notes and Additional Notes issued under the Notes Indenture at a redemption price (as calculated by the Issuers) equal to be redeemedthe sum of (i) set forth below107.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if redeemed during the twelve-month period beginning on May 15 Holders of each not less than 90.00% of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 aggregate principal amount of the then outstanding Notes validly tender and thereafter 100.000 % (e) Any redemption pursuant do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to this paragraph 5 shall be made pursuant redeem all Notes that remain outstanding following such purchase at a price equal to the provisions price offered to each other Holder in such Change of Sections 3.01 through 3.06 Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the IndentureHolders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15December 1, 20162010, the Issuer Issuers may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15December 1, 20162008, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000111.875 % of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received of one or more Equity OfferingsOfferings and redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 111.875% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided provided, however, that at least $150,000,000 aggregate principal amount of Notes and at least 50% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes that are Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further further, however, that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingOffering or Designated Asset Sale, as the case may be. (dc) On and after May 15December 1, 2016, 2010 the Issuer Issuers may redeem the Notes, in whole or in part part, upon notice set forth in Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 December 1 of each of the years indicated below: 2016 103.750 2010 105.938 % 2017 102.500 2011 103.958 % 2018 101.250 2012 101.979 % 2019 2013 and thereafter 100.000 % (ed) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof5(c), the Notes will not be redeemable at the IssuerCompany’s optionoption before July 15, 2021. (b) At any time prior to May July 15, 20162021, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, the Issuer Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed thereof plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to to, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) Until May At any time prior to July 15, 20162021, the Issuer Company may, at its option, on one or more occasions redeem up to 3540% of the aggregate principal amount of Notes issued by it (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 105.000of 109.750% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings); provided that that: (1) at least 50% of the sum of the aggregate original principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture (calculated after the Issue Date giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 days of after the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May July 15, 20162021, the Issuer may Company may, at its option, redeem all or, from time to time, a part of the NotesNotes upon not less than 30 nor more than 60 days’ notice, in whole or in part at the following redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest to the Redemption Date, applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-twelve month period beginning on May July 15 of each of the years indicated below: 2016 103.750 2021 107.313 % 2017 102.500 2022 104.875 % 2018 101.250 2023 102.438 % 2019 2024 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Senior Fixed Rate Notes will not be redeemable at the IssuerCompany’s optionoption before April 1, 2011. (b) At any time prior to May 15April 1, 20162011, the Issuer Company may redeem all or a part of the Notes Senior Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Senior Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Senior Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15Prior to April 1, 20162010, the Issuer Company may, at its option, on one or more occasions occasions, redeem up to 35% of the sum of the aggregate principal amount of all Senior Fixed Rate Notes (and the principal amount of any Additional Senior Fixed Rate Notes) issued under the Indenture at a redemption price equal to 105.000108.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, and Special Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record Senior Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings of the Issuer or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Issuer; provided that at least 50% of the sum of the aggregate principal amount of Senior Fixed Rate Notes originally issued under the Indenture and any Additional Senior Fixed Rate Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the IssuerCompany’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On From and after May 15April 1, 20162011, the Issuer Company may redeem the Senior Fixed Rate Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Senior Fixed Rate Notes at the address of such Holder appearing in the Note Register, at the redemption prices (expressed as percentages of principal amount of the Senior Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest, and Special Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of Senior Fixed Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 April 1 of each of the years indicated below: 2016 103.750 2011 104.250 % 2017 102.500 2012 102.125 % 2018 101.250 % 2019 2013 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 20162017, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including, without limitation, additional Notes, if any) issued under the Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Partnership, upon notice as provided in the Indenture, at a redemption price equal to 105.000106.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date); provided that: (A) at least 65% of the aggregate principal amount thereofof Notes (including, without limitation, additional Notes, if any) originally issued under the Indenture (excluding Notes held by the Partnership and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to August 1, 2017, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Datedate of redemption, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, with and pursuant to the net cash proceeds received of one or more Equity Offerings; provided that at least 50% conditions in, Section 4.15(f) of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingIndenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to August 1, 2017. (e) On and after May 15August 1, 20162017, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the Redemption Dateapplicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each August 1 of the years indicated below: 2016 103.750 % Year Percentage 2017 102.500 105.156% 2018 101.250 103.438% 2019 101.719% 2020 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 151, 2016, the Issuer may redeem all or a part of the Notes Notes, upon notice as described under Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until On and after May 151, 2016, the Issuer maymay redeem the Notes, in whole or in part, upon notice as described under Section 3.03, at its option, on one or more occasions redeem up to 35% the redemption prices (expressed as percentages of the aggregate principal amount of the Notes at a redemption price equal to 105.000% of the aggregate principal amount thereofbe redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-month period beginning on May 1 of each of the years indicated below: 2016 102.000% 2017 101.000% 2018 and thereafter 100.000% (c) Until May 1, 2016, the Issuer may, at its option, upon notice as described under Section 3.03, on one or more occasions, redeem, at a redemption price equal to 102.000% of the aggregate principal amount thereof, (i) all or any portion of the Notes (including any PIK Notes and Additional Notes) issued under this Indenture in connection with an Equity Offering where at least $400,000,000 of gross primary proceeds are raised by the Issuer or any Parent Entity, the net primary proceeds of which are received by or contributed to the Issuer or (ii) all or any portion of the Notes (including any PIK Notes and Additional Notes) with the net cash proceeds received of one or more Equity Offerings; Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, in each case, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. . (d) Notice of any redemption of the Notes (including upon any an Equity Offering may or in connection with a transaction (or series of related transactions) that constitutes a Change of Control) may, at the Issuer’s discretion, be given prior to the redemption thereof, completion or the occurrence thereof and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering. Offering or Change of Control. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time (dincluding more than 60 days after the date the notice of redemption was delivered) On as any or all such conditions shall be satisfied, or such redemption may not occur and after May 15such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, 2016or by the Redemption Date so delayed. In addition, the Issuer may redeem the Notes, provide in whole or in part at such notice that payment of the redemption prices (expressed as percentages of principal amount price and performance of the Notes Issuer’s obligations with respect to such redemption may be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %performed by another Person. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to February 1, 5(c) and 5(d) hereof2020, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes will not be redeemable at a redemption price equal to 105.875% of the Issuer’s optionprincipal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are concurrently repurchased or redeemed pursuant to another provision described in the Indenture); and (ii) the redemption occurs within 90 days of the date of the closing of such equity offering. (b) At any time prior to May 15February 1, 20162020, the Issuer Company may on any one or more occasions redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016Except pursuant to the preceding paragraphs (and pursuant to ‎Section 4.08(e) of the Indenture), the Issuer may, Notes will not be redeemable at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given Company’s option prior to the redemption thereofFebruary 1, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2020. (d) On and or after May 15February 1, 20162020, the Issuer Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the Redemption Date, subject to the right applicable date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption, if redeemed during the twelve-month period beginning on May 15 of each February 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: 2016 103.750 2020 102.938% 2017 102.500 2021 101.469% 2018 101.250 % 2019 2022 and thereafter 100.000 100.000% (e) Any redemption pursuant to this paragraph Section 5 shall be made pursuant to the provisions of Sections 3.01 ‎3.01 through 3.06 ‎3.06 of the Indenture. (f) The provisions of ‎Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in private or open-market transactions by means other than a redemption, whether pursuant to a tender offer, negotiated purchase or otherwise.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15June 1, 20162014, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture, at a redemption price equal to 105.000of 108.375% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), with the net cash proceeds received of one or more Equity Offerings; , provided that that: (1) at least 5065% of the sum of the aggregate principal amount of the Notes originally issued under the this Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); provided further that each such and (2) the redemption occurs within 180 90 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (db) On and after May 15At any time prior to June 1, 20162015, the Issuer Issuers may on any one or more occasions redeem all or part of the Notes, in whole or in part at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) the Make Whole Premium at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth belowdate, plus accrued and unpaid interestinterest and Special Interest, if any, to the Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date record date to receive interest due on an interest payment date that is on or prior to the redemption date). (c) Except pursuant to Section 3.07(a), (b) or (e), the Notes will not be redeemable at the Issuers’ option prior to June 1, 2015. (d) On and after June 1, 2015, the Issuers may on any one or more occasions redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date (subject to the right of Holders of record on the relevant Interest Payment Daterecord date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on May 15 of each June 1 of the years indicated below: 2015 104.188 % 2016 103.750 102.094 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %% Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) The Company may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) hereof. (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b)At any time prior to January 15, 5(c) and 5(d) hereof, 2024 the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes will (including, without limitation, any Additional Notes) issued under this Indenture, in an amount not be redeemable at greater than the net cash proceeds of one or more Equity Offerings by the Issuer’s option, upon notice as provided in this Indenture, at a redemption price equal to 108.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued on the date of this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May January 15, 2016, 2024 the Issuer may on any one or more occasions redeem all or a part of the Notes Notes, upon notice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15Except pursuant to Section 3.07(a), 2016(b) or (e), the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to January 15, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2024. (d) On and after May January 15, 2016, 2024 the Issuer may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed to the Redemption Dateapplicable date of redemption, subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May January 15 of each of the years indicated below: 2016 103.750 Year Percentage 2024 104.125 % 2017 102.500 2025 102.750 % 2018 101.250 2026 101.375 % 2019 2027 and thereafter 100.000 % (e) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f). (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 20162015, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon notice as provided in this Indenture, at a redemption price equal to 105.000% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, interest to the Redemption Date, date of redemption (subject to the right rights of Holders of record Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), with in an amount not to exceed the net cash proceeds received of one or more from an Equity OfferingsOffering by the Partnership; provided that that: (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Indenture Partnership and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (2) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. Notice . (b) At any time prior to , 2015, the Issuers may on any one or more occasions redeem all or a part of any the Notes, upon notice as provided in this Indenture, at a redemption upon any Equity Offering may be given prior price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) the Applicable Premium as of the redemption date, plus accrued and unpaid interest to the redemption thereofdate (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (c) Except pursuant to clauses (a), and any such redemption (b) or notice may(e) hereof, the Notes will not be redeemable at the Issuer’s discretionIssuers’ option prior to , be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2015. (d) On and after May 15, 20162015, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part this Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if anyinterest on the Notes redeemed, to the Redemption Dateapplicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: Year Percentage 2015 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) hereof. (f) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May January 15, 2016, the Issuer may redeem all or a part of the Notes upon notice in accordance with Section 3.03 hereof, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (db) On and or after May January 15, 2016, the Issuer may redeem the Notes, upon notice in whole or in part accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on January 15 of each of the years indicated below: 2016 104.500 % 2017 and thereafter 100.000 % (c) Before January 15, 2016, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the sum of the aggregate principal amount of Notes issued under this Indenture on the Issue Date and any Additional Notes issued after the Issue Date at a redemption price equal to 109.000% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during with the twelve-month period beginning net cash proceeds received by it from one or more Equity Offerings; provided that (i) at least 65.0% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture on May 15 the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 120 days of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %date of closing of each such Equity Offering. (d) Except pursuant to any of clauses (a) through (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to January 15, 2016. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through Section 3.06 hereof. Notice of any redemption whether in connection with an Equity Offering or otherwise may, at the IndentureIssuer’s discretion, be subject to one or more conditions precedent (including, in the case of notice given prior to the completion of any Equity Offering, the completion thereof). If any Notes are listed on an exchange, and the rules of such exchange so require, the Issuer shall notify the exchange of any such notice of redemption. In addition, the Issuer shall notify the exchange of any principal amount of any Notes outstanding following any partial redemption of Notes.

Optional Redemption. (a) Except as described below under clauses 5(b)On or after October 1, 5(c) and 5(d) hereof2005, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemed amount) set forth below plus the Applicable Premium as of, and accrued and unpaid interest, and Additional Amounts and Liquidated Damages, if any, thereon (each, a "Redemption Price") to the date of fixed by the Company for redemption (the “a "Redemption Date”), ") (subject to the rights right of Holders of record of Definitive Notes on the relevant Record Date to receive interest interest, Additional Amounts, if any, and Liquidated Damages, if any, due on the relevant Interest Payment Date. (c) Until May 15interest payment date), 2016if redeemed during the twelve-month period beginning on October 1 of the years indicated below: In the event that the Company effects an optional redemption of the Notes, the Issuer mayCompany will inform the Luxembourg Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall publish notice thereof in a leading newspaper having general circulation in New York (which is expected to be THE WALL STREET JOURNAL) (and, if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, a newspaper having a general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT)). In addition, at its optionany time prior to October 1, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more offerings of Capital Stock of the Company or a capital contribution to the Company's common equity made with the net cash proceeds of an offering of Capital Stock of the Company's direct or indirect parent (other than, in each case, net cash proceeds received in connection with receipt of the Equity Balance) at a redemption price equal to 105.000of 115.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, Additional Amounts and Liquidated Damages, if anyany (each a "Redemption Price"), to the date fixed by the Company for redemption (a "Redemption Date, ") (subject to the right of Holders of record of Definitive Notes on the relevant Record Date to receive interest interest, Additional Amounts, if any, and Liquidated Damages, if any, due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offeringsinterest payment date); provided that (1) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains remain outstanding immediately after the occurrence of each such redemption; provided further that each any such redemption occurs (excluding Notes, as applicable, held by the Company and its Subsidiaries); and (2) the redemption must occur within 180 60 days of the date of the closing of each such Equity Offering. Notice offering or the making of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringcapital contribution. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15October 1, 20162023, the Issuer may may, at its option and on one or more occasions, redeem all or a part of the Notes Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15but excluding, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to October 1, 2023, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 104.750% of the principal amount thereof, with the net cash aggregate principal amount so redeemed up to an amount equal to the aggregate gross proceeds received of from one or more Equity OfferingsOfferings to the extent such aggregate gross proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (b) each such redemption occurs within 180 days of the date the Issuer receives the proceeds of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be or contribution. (c) In connection with any tender offer, Change of Control Offer, Asset Sale Offer or Advance Offer for the Notes, if Holders of not less than 90.0% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuer purchases, or any third party making such tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer to purchase (but in any event, not less than par), plus, to the extent not included in the tender offer or other offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingRedemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to October 1, 2023. (e) On and after May 15October 1, 20162023, the Issuer may at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of October 1 in each of the years indicated below: 2016 103.750 Year Percentage 2023 102.375 % 2017 102.500 2024 101.188 % 2018 101.250 % 2019 2025 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (g) Any redemption, notice, tender offer or other offer to purchase may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be, and any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale, Investment, acquisition or other transaction) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15, 2016, the Issuer Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Partnership, upon notice as provided in the Indenture, at a redemption price equal to 105.000% of the aggregate principal amount thereofof the Notes redeemed, plus accrued and unpaid interest, if any, interest to the Redemption Date, date of redemption (subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings); provided that that: (A) at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Partnership and any Additional Notes issued under the Indenture after the Issue Date its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; provided further that each such and (B) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (b) At any time prior to , 2016, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to , 2016. (e) On and after May 15, 2016, the Issuer Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in whole or in part the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest, if anyinterest on the Notes redeemed, to the Redemption Dateapplicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: Year Percentage 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 20162012, the Notes may be redeemed or purchased (by the Issuer may redeem all or a part of the Notes any other Person), in whole or in part, upon notice as provided in Section 3.03 hereof, at a redemption price equal to 100100.0% of the principal amount of the such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, without duplication, accrued and unpaid interest to the Redemption Date, subject to the rights of Holders of such Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15August 1, 20162011, the Issuer may, at its option, on one or more occasions occasions, upon notice as provided in Section 3.03 hereof, redeem up to 3540.0% of the then outstanding aggregate principal amount of each of (i) the Senior Cash Pay Notes at a redemption price equal to 105.000110.750% of the aggregate principal amount thereof, and (ii) the Senior Toggle Notes (and any PIK Notes issued in respect thereof) at a redemption price equal to 111.00% of the aggregate principal amount thereof, in each case, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 5050.0% of the sum of the aggregate principal amount of the Senior Cash Pay Notes or Senior Toggle Notes, as applicable, originally issued under the this Indenture and any Additional Notes that are Senior Cash Pay Notes or Senior Toggle Notes, as applicable, issued under the this Indenture after the Issue Date (but excluding PIK Notes in the case of the Senior Toggle Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch redemption, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to Sections 3.07(a) and (b), the Notes shall not be redeemable at the Issuer’s option before August 1, 2012. (d) On and after May 15August 1, 20162012, each of the Senior Cash Pay Notes and the Senior Toggle Notes may be redeemed or purchased (by the Issuer may redeem or any other Person), at the NotesIssuer’s option, in whole or in part part, upon notice as described in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Senior Cash Pay Notes or Senior Toggle Notes, as applicable, to be redeemed) set forth below, below plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record of such Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2012 105.375 % 2017 102.500 105.500 % 2018 101.250 2013 102.688 % 2019 102.750 % 2014 and thereafter 100.000 % 100.000 % (e) Any redemption of the Notes pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May April 15, 20162015, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after April 15, 2015, the Issuer may redeem the Notes, in whole or in part, upon notice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 3.07(b), plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2015 102.000 % 2016 101.000 % 2017 and thereafter 100.000 % (c) Until May Prior to April 15, 20162015, the Issuer may, at its option, on one or more occasions redeem up to 35100% of the aggregate principal amount of Notes at a redemption price equal to 105.000102.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more a Qualified Equity OfferingsIssuance; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 120 days of the date of closing of each such Qualified Equity Offering. Notice Issuance. (d) Any notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related a Qualified Equity OfferingIssuance or other corporate transaction. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May September 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 20162020, the Issuer may, at its option, on one or more occasions redeem up to 35% all or a part of the aggregate principal amount of Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price equal to 105.000the sum of (i) 100.0% of the aggregate principal amount thereofof the Notes redeemed, plus (ii) the Applicable Premium calculated as of the date the notice of redemption is given plus (iii) accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to September 15, 2020, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 108.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds received of from one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that provided, (a) at least 5050.0% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Indenture Issue Date and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice Offering or contribution. (c) In connection with any tender offer or other offer to purchase for all of the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any redemption third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon any Equity Offering may be notice, given prior not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the redemption thereofprice offered to each other Holder in such tender offer or other offer, plus, to the extent not included in the tender offer payment, accrued and any such redemption or notice mayunpaid interest, at the Issuer’s discretionif any, be subject to one or more conditions precedentthereon, includingto, but not limited toexcluding, completion of the related Equity OfferingRedemption Date. (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to September 15, 2020. (e) On and after May September 15, 20162020, the Issuer may may, at its option redeem the Notes, in whole or in part part, on one or more occasions, upon notice in accordance with Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May September 15 of each of the years indicated below: 2016 103.750 2020 104.250 % 2017 102.500 2021 102.125 % 2018 101.250 % 2019 2022 and thereafter 100.000 % (ef) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (g) In addition to any redemption pursuant to this Section 3.07, the Issuer and its equity holders, including the Investor, its respective Affiliates and members of the IndentureIssuer’s management, may from time to time seek to purchase the Issuer’s outstanding debt securities or loans, including the Notes, in privately negotiated or open market transactions, by tender offer or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, an Equity Offering, an incurrence of Indebtedness, a Change of Control or the completion or occurrence of any other transaction or event, as the case may be.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereofset forth below, the Notes Issuer will not be redeemable entitled to redeem Notes at the Issuer’s optionits option prior to April 1, 2017. (b) At any time prior to May 15April 1, 20162017, the Issuer may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium (as ofdefined in the Indenture) as of the date of redemption, and plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. (c) Until May 15On and after April 1, 2017, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder or otherwise in accordance with the procedures of DTC, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below: 2017 103.125% 2018 101.563% 2019 and thereafter 100.000% (d) In addition, at any time prior to April 1, 2016, the Issuer may, at its option, on one or more occasions may redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes) at a redemption price equal to 105.000106.25% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemptionredemption (excluding any Notes held by the Issuer or its Affiliates); provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice . (e) Any notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related an Equity OfferingOffering or other corporate transaction. (df) On and after May 15, 2016If the Issuer redeems less than all of the outstanding Notes, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of Registrar and Paying Agent shall select the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to redeemed in the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each manner described under Section 3.02 of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 %Indenture. (eg) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will shall not be redeemable at the Issuer’s option. (b) At any time prior to May 15June 1, 20162013, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100100.0% of the principal amount of the such Notes redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to to, but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offeringinterest payment date. (dc) On and or after May 15June 1, 20162013, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 June 1 of each of the years indicated below: 2016 103.750 2013 104.000 % 2017 102.500 2014 102.000 % 2018 101.250 % 2019 and thereafter 2015 100.000 % (d) Until June 1, 2013, the Issuer may, at its option, on one or more occasions, redeem up to 35.0% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 111.50% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds from one or more Equity Offerings to the extent that such net cash proceeds are received by or contributed to the Issuer; provided that (i) at least 50.0% of the sum of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering, other offering or other corporate transaction event. Notice of any redemption in respect of an Equity Offering may be given prior to the completion thereof. If any Notes are listed on an exchange, and the rules of such exchange so require, the Issuer shall notify the exchange of any such notice of redemption. In addition, the Issuer shall notify the exchange of the principal amount of any Notes outstanding following any partial redemption of Notes. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Euro Notes will not be redeemable at the Issuer’s optionoption before August 1, 2010. (b) At any time prior to May 15August 1, 20162010, the Issuer Issuers may redeem all or a part of the Notes Euro Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Euro Notes, at a redemption price equal to 100% of the principal amount of the Euro Notes redeemed plus the Applicable Premium as ofof the Redemption Date, and and, without duplication, accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Euro Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15August 1, 20162009, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Euro Notes at a redemption price equal to 105.000109.0% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of (a) one or more Equity OfferingsOfferings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of the sum of the aggregate principal amount of Euro Notes originally issued under the Indenture and any Additional Euro Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May 15August 1, 20162010, the Issuer Issuers may redeem the Euro Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Euro Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Euro Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Euro Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2010 104.500 % 2017 102.500 2011 102.250 % 2018 101.250 % 2019 2012 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15December 1, 20162013, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, upon notice provided as described in Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15December 1, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 3540% of the aggregate principal amount of Notes (including the aggregate principal amount of Notes issued after the Issue Date), upon notice provided as described in Section 3.03 hereof, at a redemption price equal to 105.000109.250% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 5060% of the sum of the aggregate principal amount of Notes originally issued under the this Indenture and any Additional Notes that are issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereofsuch redemption, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to Sections 3.07(a) and (b) hereof, the Notes will not be redeemable at the Issuer’s option before December 1, 2013. (d) On and after May 15December 1, 20162013, the Issuer may redeem the Notes, in whole or in part part, upon notice provided as described in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 December 1 of each of the years indicated below: Year Percentage 2013 106.938 % 2014 104.625 % 2015 102.313 % 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(bAt any time and from time to time prior to July 1, 2022, the Issuer may at its option redeem up to 35% of the aggregate principal amount of the Notes outstanding (which includes Additional Notes, if any), 5(cat a redemption price equal to 107.000% of the principal amount thereof on the redemption date, together with accrued and unpaid interest to, but not including such redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), with an amount of cash equal to the net cash proceeds received by, or contributed to, the Issuer from one or more Equity Offerings of Parent; provided that: (i) at least 65% in aggregate principal amount of the Notes originally issued (calculated after giving effect to any issuance of any Additional Notes but excluding any Notes held by Parent and 5(dits Subsidiaries) hereofremains outstanding immediately after the occurrence of such redemption; and (ii) such redemption occurs no later than the 180th day following such Equity Offering. (b) At any time and from time to time prior to July 1, 2022, the Issuer may redeem all or any portion of the Notes outstanding (which includes Additional Notes, if any) at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to, but not including, such redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), plus the Make Whole Amount. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option. (b) At any time option prior to May 15July 1, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2022. (d) On and or after May 15July 1, 20162022, the Issuer may redeem Notes will be subject to redemption at the NotesIssuer’s option, in whole or in part part, upon not less than 30 days nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus together with accrued and unpaid interest thereon to, but not including, the applicable redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during the 12-month period beginning on April 15 of the years indicated below: Year Percentage 2022 103.500 % 2023 101.750 % 2024 and thereafter 100.0000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Excess Proceeds Offer (each as defined below), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such a tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such holders, the Issuer or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, to thereon, to, but not including, the Redemption Date, subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturesuch redemption.

Optional Redemption. (a) Except At any time prior to September 15, 2023, the Issuers may at their option on one or more occasions redeem all or a part of the Notes, upon notice as described below under clauses 5(b)Section 3.03 of the Indenture, 5(cat a redemption price (as calculated by the Issuer) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and 5(d) hereofunpaid interest, if any, to, but excluding, the Notes will not be redeemable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on any Interest Payment Date occurring prior to the Redemption Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuer’s optionIssuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to May September 15, 20162023, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer Issuers may, at its option, their option and on one or more occasions occasions, redeem up to 3540.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuers) equal to 105.000the sum of (i) 106.625% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interestinterest thereon, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant any Interest Payment Date occurring prior to the Redemption Date, with the net cash proceeds received of one or more Equity Offerings; provided that (a) at least 5050.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that redemption and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any the applicable Equity Offering may be given or contribution. (c) At any time prior to September 15, 2023, the redemption thereof, and any such redemption or notice may, Issuers may at the Issuer’s discretion, be subject to their option on one or more conditions precedent, including, but not limited to, completion occasions redeem up to 10.00% of the related Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of original aggregate principal amount of the Notes issued under the Indenture during each twelve-month period commencing with the Issue Date at a redemption price (as calculated by the Issuers) equal to be redeemed) set forth below103.00% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on any Interest Payment Date occurring prior to the Redemption Date. (d) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, all of the Holders will be deemed to have consented to such tender offer and accordingly, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date, if redeemed during the twelve-month period beginning Date that is on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant or prior to the provisions of Sections 3.01 through 3.06 of the IndentureRedemption Date).

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d5(c) hereof, the Notes will not be redeemable at the Issuer’s optionoption before May 1, 2013. (b) At any time prior to May 151, 20162013, the Issuer may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 151, 20162013, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of its Equity Interests (other than Disqualified Stock) at a redemption price equal to 105.000of 111.75% of the aggregate their principal amount thereofamount, plus accrued interest and unpaid interestAdditional Interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offeringsredemption date; provided that at least 5065% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and (including any Additional Notes issued under the Indenture after the Issue Date Notes) remains outstanding immediately after the occurrence each such redemption and notice of any such redemption is mailed within 90 days of each such redemption; provided further that each such redemption occurs within 180 days sale of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity OfferingInterests. (d) On and after May 151, 20162013, the Issuer may redeem the Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 1 of each of the years indicated below: 2016 103.750 2013 105.875 % 2017 102.500 % 2018 101.250 % 2019 2014 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.07 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time and from time to time prior to May January 15, 2016, the Issuer may redeem all or a part of the Notes Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder (or electronically transmitted) or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the date of redemption redemption, (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (cb) Until May At any time and from time to time on or prior to January 15, 2016, 2015 the Issuer may, at its option, on one or more occasions may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price equal to 105.000% (expressed as a percentage of the aggregate principal amount thereof) of 109.000%, plus accrued and unpaid interest, if any, interest to the Redemption Date, date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, with the net cash proceeds received of one or more Equity Offerings; provided however, that at least 50% of the sum of the original aggregate principal amount of the Notes originally issued under the Indenture and (calculated after giving effect to any issuance of Additional Notes issued under the Indenture Notes) remain outstanding after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further provided, further, that each such redemption occurs shall occur within 180 90 days of after the date of closing of each on which any such Equity OfferingOffering is consummated upon not less than 30 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. Notice of any redemption upon any Equity Offering may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clauses (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to January 15, 2016. (d) On and or after May January 15, 2016, the Issuer may redeem the NotesNotes at its option, in whole at any time or in part from time to time, upon notice pursuant to Section 3.03 hereof at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, interest thereon to the Redemption Dateapplicable date of redemption, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-twelve month period beginning on May January 15 of each of the years indicated below: Period Redemption price 2016 103.750 104.50% 2017 102.500 102.25% 2018 101.250 % 2019 and thereafter 100.000 100.00% (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15August 1, 20162010, the Issuer Issuers may redeem all or a part of the Dollar Notes and/or Euro Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to of the date of redemption (the “Redemption Date”)) and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15August 1, 20162009, the Issuer Issuers may, at its their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Dollar Notes and/or Euro Notes at a redemption price equal to 105.000110.0% of the aggregate principal amount thereofthereof in the case of the Dollar Notes and 109.00% of the aggregate principal amount thereof in the case of the Euro Notes, in each case plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of (a) one or more Equity OfferingsOfferings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of (i) the sum of the aggregate principal amount of Dollar Notes originally issued under the this Indenture and any Additional Dollar Notes issued under this Indenture after the Issue Date and (ii) the sum of the aggregate principal amount of Euro Notes originally issued under this Indenture and any Additional Euro Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity OfferingOffering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) or (b) of this Section 3.07, the Dollar Notes and Euro Notes will not be redeemable at the Issuers’ option prior to August 1, 2010. (d) On and after May 15August 1, 20162010, the Issuer Issuers may redeem the Dollar Notes and/or Euro Notes, in whole or in part part, upon notice in accordance with Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 August 1 of each of the years indicated below: 2016 103.750 2010 105.000 % 2017 104.500 % 2011 102.500 % 2018 101.250 102.250 % 2019 2012 and thereafter 100.000 % 100.000 % (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 15October 1, 20162015, the Issuer may redeem all the Notes, in whole or a part of the Notes in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to to, the applicable date of redemption (the “Redemption Date”), subject to the rights right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (cb) Until May 15Prior to October 1, 20162013, the Issuer may, at its option, on one or more occasions occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000115.00% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of Initial Notes originally issued under the Indenture and any Additional Notes issued under the this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and provided further that each such redemption occurs within 180 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (c) Except pursuant to clause (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to October 1, 2015. (d) On From and after May 15October 1, 20162015, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, Date if redeemed during the twelve-month period beginning on May 15 October 1 of each of the years indicated below: 2015 107.50 % 2016 103.750 105.00 % 2017 102.500 102.50 % 2018 101.250 % 2019 and thereafter 100.000 %100.00 % Notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s option and discretion, be subject to one or more conditions precedent. (e) Any redemption pursuant to this paragraph 5 Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Optional Redemption. (a) Except as described below under clauses 5(b)The Notes are subject to redemption, 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.election of the Company, upon not less than ten (10) nor more than sixty (60) days' notice by mail (each prepayment must relate to an aggregate principal amount of Notes of at least $5 million): (bi) At any time prior to May 15, 2016, the Issuer may redeem all or a part second anniversary of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as ofClosing Date, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes and the Holdings Notes may be prepaid from the proceeds of an Equity Offering of Common Stock of Holdings at a redemption price equal to 105.000of 110% of the aggregate principal amount thereof, thereof plus accrued interest; provided that, so long as the Purchasers and unpaid interesttheir Affiliates own a majority of the principal amount of the Notes outstanding, if any, any such proceeds shall be applied first to the Redemption Dateprepayment of the Holdings Notes, subject and if no Holdings Notes are then outstanding to the right prepayment of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity OfferingsNotes; provided that further that, after giving effect to any such prepayment, at least 5065% of the sum original principal amount of the Notes issued on the Closing Date remains outstanding. Each payment must relate to an aggregate principal amount of Notes originally issued under the Indenture and of at least $5 million; (ii) at any Additional Notes issued under the Indenture time on or after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days second anniversary of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given Closing Date and prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion third anniversary of the related Equity Offering. (d) On and after May 15, 2016Closing Date, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of entire aggregate principal amount of the Notes to then outstanding may be redeemed) set forth below, prepaid concurrently with the consummation of an Equity Offering of Common Stock of Holdings or a Change of Control at a price of 110% of the principal amount plus accrued interest; provided that, so long as the Purchasers and unpaid interesttheir Affiliates own a majority of the principal amount of the Notes outstanding, any such proceeds shall be applied first to the prepayment of the Holdings Notes, and if anyno Holdings Notes are then outstanding to the prepayment of the Notes (iii) prepayment of the notes will be permitted in whole or in part, to at any time on or after the third anniversary of the Closing Date at the following Redemption Prices at the prices listed below (expressed as a percentage of the principal amount of the Notes being prepaid as of the Redemption Date, subject ) plus accrued interest to the right date of Holders of record on prepayment; provided that, so long as the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each Purchasers and their Affiliates own a majority of the years indicated belowprincipal amount of the Notes outstanding, any such proceeds shall be applied first to the prepayment of the Holdings Notes, and if no Holdings Notes are then outstanding to the prepayment of the Notes: 2016 103.750 Redemption Date Redemption Price September 20, 2003 - September 19, 2006 106.75% 2017 102.500 September 20, 2006 - September 19, 2007 105.40% 2018 101.250 September 20, 2007 - September 19, 2008 104.05% 2019 September 20, 2008 - September 19, 2009 102.70% September 20, 2009 and thereafter 100.000 101.35% (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May 151, 20162015, the Issuer may redeem all or a part of the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 100100.000% of the principal amount of the Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (cb) Until At any time and from time to time prior to May 151, 20162014, the Issuer may, at its option, on one or more occasions occasions, upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 105.000108.625% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, with the net cash proceeds received by the Issuer of one or more Equity OfferingsOfferings of the Issuer; provided that at least 50not less than 65% of the sum of the original aggregate principal amount of Notes originally initially issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemptionredemption (excluding Notes held by the Issuer or any of its Restricted Subsidiaries); provided further that each such redemption occurs within not later than 180 days of after the date of closing of each such the related Equity Offering. Notice The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of any redemption upon any Equity Offering may this Section 5.7, the Notes will not be given prior to the redemption thereof, and any such redemption or notice may, redeemable at the Issuer’s discretionoption prior to May 1, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering2015. (d) On At any time and from time to time on or after May 151, 20162015, the Issuer may redeem the Notes, in whole or in part part, upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date, if redeemed during the twelve-month period beginning on May 15 1 of each of the years indicated in the table below: 2015 104.313 % 2016 103.750 102.156 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this paragraph 5 Section 5.7 shall be made pursuant to the provisions of Sections 3.01 5.1 through 3.06 of the Indenture5.6.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. (b) At any time prior to May November 15, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) Until May November 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 105.000106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (d) On and after May November 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May November 15 of each of the years indicated below: 2016 103.750 104.500 % 2017 102.500 103.000 % 2018 101.250 101.500 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the The 7-Year Dollar Notes will not may be redeemable redeemed in whole or in part at the Issuer’s option. (b) At Company's option at any time prior to May 15maturity upon not less than 30 nor more than 60 days' prior notice, 2016, the Issuer may redeem all or a part of the Notes at a redemption price equal to 100% of the then outstanding principal amount of the 7-Year Dollar Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject plus a premium equal to the rights excess of Holders (i) the present value at the time of redemption of the principal amount of the 7-Year Dollar Notes on being redeemed and any required interest payments due of the relevant Record Date 7-Year Dollar Notes being redeemed through Stated Maturity, computed using a discount rate equal to receive interest due on the relevant Interest Payment Dateapplicable Treasury Rate plus 50 basis points over (ii) the then outstanding principal amount of the 7-Year Dollar Notes being redeemed. (cb) Until May Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 15, 20162003, the Issuer may, at its option, Company may (but shall not have the obligation to) redeem on any one or more occasions redeem occasions, up to 35% of the aggregate principal amount of 7-Year Dollar Notes originally issued under the Indenture at a redemption price equal to 105.000110.375% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon and Liquidated Damages, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption date, with all or part of the net cash proceeds received of one or more Public Equity Offerings; provided provided, however, that at least 5065% of the sum of the in aggregate principal amount of 7-Year Dollar Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs (excluding for purposes of determining the 7-Year Dollar Notes that remain outstanding any 7-Year Dollar Notes held by the Company or any Subsidiary); and provided further, that such redemption shall occur within 180 60 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Public Equity Offering. (d) On and after May 15, 2016, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2016 103.750 % 2017 102.500 % 2018 101.250 % 2019 and thereafter 100.000 % (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.